Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 30, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | PARETEUM Corp | ||
Entity Central Index Key | 1,084,384 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 8 | ||
Trading Symbol | TEUM | ||
Entity Common Stock, Shares Outstanding | 51,006,394 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 13,537,899 | $ 931,189 |
Restricted cash | 199,776 | 564,018 |
Accounts receivable, net of an allowance for doubtful accounts of $90,173 at December 31, 2017 and $88,528 at December 31, 2016 | 2,058,284 | 614,670 |
Prepaid expenses and other current assets | 900,369 | 1,084,994 |
Total current assets | 16,696,328 | 3,194,871 |
NON-CURRENT ASSETS | ||
OTHER ASSETS | 91,267 | 129,037 |
NOTE RECEIVABLE | 594,520 | 1,012,603 |
PROPERTY AND EQUIPMENT, NET | 4,713,710 | 8,708,778 |
LONG TERM INVESTMENTS | 3,230,208 | 0 |
TOTAL ASSETS | 25,326,033 | 13,045,289 |
CURRENT LIABILITIES | ||
Accounts payable and customer deposits | 1,978,726 | 2,316,768 |
Obligations under capital leases (current portion) | 0 | 10,813 |
Net billings in excess of revenues | 242,986 | 951,791 |
Accrued expenses and other payables | 5,250,130 | 6,013,620 |
9%Unsecured Subordinate Convertible Promissory Note (current portion net of Debt Discount and Debt Issuance) | 66,000 | 0 |
Senior Secured Loan - Short Term (Principal repayments coming 12 months) | 0 | 4,000,000 |
Total current liabilities | 7,537,842 | 13,292,992 |
LONG TERM LIABILITIES | ||
Derivative liabilities | 1,597,647 | 4,265,829 |
Other long term liabilities | 151,163 | 192,980 |
Unsecured Convertible Promissory Note (net of Debt Discount and Debt Issuance) | 617,848 | 821,048 |
Senior Secured Loan - Long Term (net of Debt Discount, Debt Issuance and Principal repayments coming 12 months) | 0 | 3,715,662 |
Non-current portion of net billings in excess of revenues | 0 | 121,309 |
Total long term liabilities | 2,366,658 | 9,116,828 |
Total liabilities | 9,904,500 | 22,409,820 |
Commitments and Contingencies (See Notes) | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred Stock $0.00001 par value, 50,000,000 shares authorized, 0 issued and outstanding as of December 31, 2017 and 249 issued and outstanding as of December 31, 2016 | 0 | 2,143,196 |
Common Stock $0.00001 par value, 500,000,000 shares authorized, 46,617,093 issued and outstanding as of December 31, 2017 and 8,376,267 shares issued and outstanding as of December 31, 2016 | 321,271,437 | 280,653,362 |
Accumulated other comprehensive loss | (6,306,691) | (5,086,902) |
Accumulated deficit | (299,543,213) | (287,080,234) |
Pareteum Corporation stockholders’ equity (deficit) | 15,421,533 | (9,370,578) |
NON-CONTROLLING INTEREST | 0 | 6,047 |
Total stockholders’ equity (deficit) | 15,421,533 | (9,364,531) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ 25,326,033 | $ 13,045,289 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Allowance for Doubtful Accounts Receivable, Current | $ 90,173 | $ 88,528 |
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 249 |
Preferred Stock, Shares Outstanding | 0 | 249 |
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 46,617,093 | 8,376,267 |
Common Stock, Shares, Outstanding | 46,617,093 | 8,376,267 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUES | $ 13,547,507 | $ 12,855,811 |
COST AND OPERATING EXPENSES | ||
Cost of revenues (excluding depreciation and amortization) | 3,683,609 | 3,658,667 |
Product development | 1,479,587 | 3,543,590 |
Sales and marketing | 1,575,069 | 1,340,959 |
General and administrative | 10,097,027 | 11,708,151 |
Restructuring charges | 966,292 | 1,638,049 |
Depreciation and amortization of intangibles assets | 4,533,109 | 4,246,787 |
Impairment for assets held and used | 0 | 850,985 |
Impairment of goodwill | 0 | 3,228,930 |
Loss on sale of assets | 0 | 1,542,374 |
Total cost and operating expenses | 22,334,693 | 31,758,492 |
LOSS FROM OPERATIONS | (8,787,186) | (18,902,681) |
OTHER INCOME (EXPENSE) | ||
Interest income | 172,253 | 112,169 |
Interest expense | (1,654,418) | (1,228,201) |
Interest expense related to debt discount and conversion feature | (3,408,735) | (6,041,607) |
Changes in derivative liabilities | 794,691 | (3,316,199) |
Amortization of debt discount and deferred finance cost | 163,835 | (541,899) |
Other income and (expense), net | 705,140 | (220,927) |
Amortization of deferred financing costs | (341,354) | (1,267,073) |
Total other (expense) | (3,568,588) | (12,503,737) |
LOSS BEFORE PROVISION FOR INCOME TAXES | (12,355,774) | (31,406,418) |
Provision for income taxes | 107,205 | 38,286 |
NET LOSS | (12,462,979) | (31,444,704) |
OTHER COMPREHENSIVE LOSS | ||
Foreign currency translation gain (loss) | (1,219,782) | 703,073 |
COMPREHENSIVE LOSS | $ (13,682,761) | $ (30,741,631) |
Net loss per common share and equivalents - basic | $ (0.84) | $ (4.56) |
Net loss per common share and equivalents - diluted | $ (0.84) | $ (4.56) |
Weighted average shares outstanding during the period - basic | 16,338,156 | 6,738,971 |
Weighted average shares outstanding during the period - diluted | 16,338,156 | 6,738,971 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Accummulated Deficit [Member] | Other comprehensive loss [Member] |
Beginning Balance at Dec. 31, 2015 | $ 8,044,660 | $ 0 | $ 269,470,165 | $ (255,635,530) | $ (5,789,975) |
Beginning Balance (in shares) at Dec. 31, 2015 | 0 | 6,455,055 | |||
Preferred Stock (Issuance) | 2,490,000 | $ 2,490,000 | $ 0 | 0 | 0 |
Preferred Stock (Issuance) (in shares) | 249 | 0 | |||
Shares issued for warrant exercises | 397,200 | $ 0 | $ 397,200 | 0 | 0 |
Shares issued for warrant exercises (in shares) | 0 | 120,000 | |||
Shares issued for board and management compensation | 668,642 | $ 0 | $ 668,642 | 0 | 0 |
Shares issued for board and management compensation (in shares) | 0 | 104,671 | |||
Shares issued for Settlement of Expenses | 1,418,505 | $ 0 | $ 1,418,505 | 0 | 0 |
Shares issued for Settlement of Expenses (in shares) | 0 | 408,257 | |||
Shares issued for Conversion of Notes | 5,238,329 | $ 0 | $ 5,238,329 | 0 | 0 |
Shares issued for Conversion of Notes (in shares) | 0 | 1,009,373 | |||
Shares issued for Loan Amendments | 153,305 | $ 0 | $ 153,305 | 0 | 0 |
Shares issued for Loan Amendments (in shares) | 0 | 46,315 | |||
Stock awards issued to Management | 711,900 | $ 0 | $ 711,900 | 0 | 0 |
Stock awards issued to Management (in shares) | 0 | 160,000 | |||
Stock awards issued to Staff | 106,232 | $ 0 | $ 106,232 | 0 | 0 |
Stock awards issued to Staff (in shares) | 0 | 39,166 | |||
Shares issued to consultants | 77,105 | $ 0 | $ 77,105 | 0 | 0 |
Shares issued to consultants (in shares) | 0 | 33,427 | |||
Shares to be issued to officers and employees | 669,908 | $ 0 | $ 669,908 | 0 | 0 |
Amortization of Stock Options expense | 1,674,247 | 0 | 1,674,247 | 0 | 0 |
Expenses attributable to share issuances (fundraise and warrant exercises and note conversions and preferred share conversions) | (368,056) | (346,804) | (21,252) | 0 | 0 |
Repricing of warrants issued classified as Debt Discount | 89,076 | 0 | 89,076 | 0 | 0 |
Other comprehensive loss due to foreign exchange rate translation net of tax | 703,073 | 0 | 0 | 0 | 703,073 |
Net Loss | (31,444,704) | 0 | 0 | (31,444,704) | 0 |
Net reverse stock split rounding and share cancellations | 0 | $ 0 | $ 0 | 0 | 0 |
Net reverse stock split rounding and share cancellations (in shares) | 0 | 3 | |||
Ending Balance at Dec. 31, 2016 | (9,370,578) | $ 2,143,196 | $ 280,653,362 | (287,080,234) | (5,086,902) |
Ending Balance (in shares) at Dec. 31, 2016 | 249 | 8,376,267 | |||
Preferred Stock (Issuance) | 3,691,110 | $ 3,691,110 | $ 0 | 0 | 0 |
Preferred Stock (Issuance) (in shares) | 4,034 | 0 | |||
Preferred Stock (Conversions) | 0 | $ (6,181,110) | $ 6,181,110 | 0 | 0 |
Preferred Stock (Conversions) (in shares) | (4,283) | 5,836,020 | |||
Shares issued for warrant exercises | 5,049,905 | $ 0 | $ 5,049,905 | 0 | 0 |
Shares issued for warrant exercises (in shares) | 0 | 4,865,743 | |||
Shares issued for Equity Fundraises | 21,202,239 | $ 0 | $ 21,202,239 | 0 | 0 |
Shares issued for Equity Fundraises (in shares) | 0 | 21,420,379 | |||
Shares issued/exchanges for Strategic Partnership | 3,230,208 | $ 0 | $ 3,230,208 | 0 | 0 |
Shares issued/exchanges for Strategic Partnership (in shares) | 0 | 3,200,332 | |||
Shares issued for board and management compensation | 49,146 | $ 0 | $ 49,146 | 0 | 0 |
Shares issued for board and management compensation (in shares) | 0 | 17,631 | |||
Shares issued for Settlement of Expenses | 784,054 | $ 0 | $ 784,054 | 0 | 0 |
Shares issued for Settlement of Expenses (in shares) | 0 | 804,193 | |||
Shares issued for Conversion of Notes | 630,366 | $ 0 | $ 630,366 | 0 | 0 |
Shares issued for Conversion of Notes (in shares) | 0 | 243,564 | |||
Warrants issued attributable to loan amendments | 2,530,605 | $ 0 | $ 2,530,605 | 0 | 0 |
Stock awards issued to Management | 1,470,540 | $ 0 | $ 1,470,540 | 0 | 0 |
Stock awards issued to Management (in shares) | 0 | 1,527,880 | |||
Stock awards issued to Staff | 102,134 | $ 0 | $ 102,134 | 0 | 0 |
Stock awards issued to Staff (in shares) | 0 | 68,393 | |||
Shares issued to consultants | 299,501 | $ 0 | $ 299,501 | 0 | 0 |
Shares issued to consultants (in shares) | 0 | 248,396 | |||
Shares to be issued to officers and employees | 463,716 | $ 0 | $ 463,716 | 0 | 0 |
Amortization of Stock Options expense | 1,318,020 | 0 | 1,318,020 | 0 | 0 |
Expenses attributable to share issuances (fundraise and warrant exercises and note conversions and preferred share conversions) | (2,920,878) | 346,804 | (3,267,682) | 0 | 0 |
Warrants issued attributable to share issuances | 162,689 | 0 | 162,689 | 0 | 0 |
Warrants issued for management services | 462,320 | 0 | 462,320 | 0 | 0 |
Other | (50,796) | 0 | (50,796) | 0 | 0 |
Other comprehensive loss due to foreign exchange rate translation net of tax | (1,219,782) | 0 | 0 | 0 | (1,219,782) |
Net Loss | (12,462,979) | 0 | 0 | (12,462,979) | 0 |
Net reverse stock split rounding and share cancellations | (7) | $ 0 | $ 0 | (7) | |
Net reverse stock split rounding and share cancellations (in shares) | 0 | 8,295 | |||
Ending Balance at Dec. 31, 2017 | $ 15,421,533 | $ 0 | $ 321,271,437 | $ (299,543,213) | $ (6,306,691) |
Ending Balance (in shares) at Dec. 31, 2017 | 0 | 46,617,093 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (12,462,979) | $ (31,444,704) |
Adjustments to reconcile net loss to net cash (used in) by operating activities: | ||
Depreciation and amortization | 4,533,109 | 4,246,787 |
Provision for doubtful accounts | 2,845 | (88,528) |
Stock based compensation | 4,289,033 | 3,897,437 |
Change in fair value of warrant liability | (794,691) | 3,316,199 |
Amortization of deferred financing costs | 341,354 | 1,267,073 |
Interest expense relating to debt discount and conversion feature | 3,408,735 | 6,041,607 |
Expense settled by issuance of shares | 784,054 | 0 |
Other (income) and expense, net | (705,140) | 220,927 |
Amortization of debt discount and deferred financing costs | (163,835) | 541,899 |
Impairment for assets held and used | 0 | 850,985 |
Impairment of goodwill | 0 | 3,228,930 |
Loss on sale of assets | 0 | 1,542,374 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (1,446,459) | 621,532 |
Decrease in prepaid expenses, deposits and other assets | 640,478 | 1,637,006 |
Decrease (increase) in accounts payable and customer deposits | (349,039) | 80,520 |
Decrease in net billings in excess of revenues | (830,114) | (1,169,136) |
Decrease (increase) in accrued expenses and other payables | (732,486) | 1,551,261 |
Net cash (used in) by operating activities | (2,616,160) | (3,657,831) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, equipment and software development | (721,823) | (1,413,160) |
Advance Purchase Payment on “Assets held for Sale” | 0 | 450,000 |
Proceeds from sale of assets | 0 | 2,000,000 |
Net cash (used in) provided by investing activities | (721,823) | 1,036,840 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Financing receivable | 0 | 355,000 |
Exercise of warrants & options | 5,049,905 | 0 |
Equity and Debt issuance costs paid | (227,584) | (1,338,821) |
Principal payment on 2014 10% + Eurodollar 3rd Party Loan | 0 | (966,809) |
Proceeds from convertible promissory note | 0 | 2,273,000 |
Conversion preferred A, A1 & B shares issuance | 0 | 0 |
Unsecured promissory note | 0 | 350,000 |
Gross proceeds from public offering | 21,202,239 | 0 |
Reclassify accrued interest to principal (Saffelberg Advance) | (83,634) | 0 |
Principal repayment to senior secured lender | (10,081,836) | 0 |
Gross proceed from Preferred A and A-1 shares issuance | 0 | 2,490,000 |
Net cash provided by financing activities | 15,859,090 | 3,162,370 |
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (278,639) | 20,560 |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 12,242,468 | 561,939 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF THE PERIOD | 1,495,207 | 933,268 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF THE PERIOD | 13,737,675 | 1,495,207 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid during the period for interest | 1,365,137 | 909,637 |
Cash paid during the period for income taxes | 2,359 | 15,581 |
NON-CASH INVESTING ACTIVITIES: | ||
Note receivable from sale of assets | 0 | 1,000,000 |
Long term investments | 3,230,208 | 0 |
NON-CASH FINANCING ACTIVITIES: | ||
Conversion of notes | 630,366 | 5,238,329 |
Shares issued for payables | 0 | 700,425 |
Conversion of preferred shares | 6,181,110 | 0 |
Amendments and fair market value adjustments to warrants liabilities and convertible feature liability | $ 2,668,183 | $ 0 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - Term Loan 2014 [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Loan payable, interest rate spread | 10.00% | 10.00% |
Description of variable rate basis | Eurodollar | Eurodollar |
Business and Summary of Signifi
Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | Note 1. Business and Summary of Significant Accounting Policies Pareteum has developed a Communications Cloud Services Platform The Pareteum platform hosts integrated IT/Back Office and Core Network functionality for mobile network operators, and for enterprises implement and leverage mobile communications solutions on a fully outsourced SaaS, PaaS and/or IaaS basis: made available either as an on-premise solution or as a fully hosted service in the Cloud depending on the needs of our customers. Pareteum also delivers an Operational Support System (“OSS”) for channel partners, with Application Program Interfaces (“APIs”) for integration with third party systems, workflows for complex application orchestration, customer support with branded portals and plug-ins for a multitude of other applications. These features facilitate and improve the ability of our channel partners to provide support and to drive sales. As reflected in the accompanying consolidated financial statements, the Company reported net loss of $ 12,462,979 31,444,704 299,543,213 Reverse Stock Split The Company received a deficiency letter from the Exchange on December 6, 2016, indicating that the Company’s securities had been selling for a low price per share for a substantial period of time and, pursuant to Section 1003(f)(v) of the Company Guide, our continued listing on the Exchange was predicated on our effecting a reverse split and other requirements or otherwise demonstrating sustained price improvement. This notice was in addition to a prior notice we received from Exchange on May 26, 2016, as previously disclosed on a Current Report on Form 8-K filed on June 2, 2016. The Exchange indicated that we had an additional six months, or until June 6, 2017, to gain compliance with Section 1003(f)(v) of the Company Guide. On February 27, 2017, the Company completed a 1-for-25 reverse split of our issued and outstanding common stock and regained compliance with Section 1003 (f)(v) of the Company Guide. The financial information has been adjusted for comparability post reverse split. Saffelberg Unsecured Convertible Promissory Note and Modification of Derivative Securities In 2015, the Company received funds from Saffelberg Investments NV (“Saffelberg”) for a possible equity fund raise which was expected, but never closed (the “Advance”). On March 30, 2017, the Company entered into an agreement with Saffelberg pursuant to which the Company and Saffelberg amended the terms of, redeemed or effected conversion, as the case may be, of certain convertible promissory notes and warrants previously issued by the Company to Saffelberg. Prior to completion, the March 31, 2017 agreement was replaced in full by an agreement dated September 7, 2017, pursuant to which, the Company and Saffelberg agreed to repay the Advance according to a repayment plan with an initial cash payment $ 75,000 20,000 As well, pursuant to the September 7, 2017 agreement, the terms of a note issued by the Company dated August 18, 2016, originally to be modified by the March 31, 2017 agreement, were put back in place with $ 723,900 9 96,520 0.8418 859,943 August 18, 2019 Conversion of Preferred Shares The Company’s Certificate of Incorporation authorizes the issuance of 50,000,000 0.00001 249 249 On March 7, 2017, Pareteum received conversion notices from holders of an aggregate of $ 1,910,000 191 1.305 13 1.87 On September 28, 2017, the Company converted the remaining holders with an aggregate of $ 580,000 338,419 0.00001 Joseph Gunnar & Co., LLC - Public Offering On March 10, 2017, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Joseph Gunnar & Co., LLC (the “Underwriter”), relating to the issuance and sale of 2,333,334 1.50 1,166,667 1.87 1.3949 3.5 350,000 175,000 109,133 Compliance with the Exchange Listing Requirements On July 13, 2017, the Company received a notice from the Exchange indicating that the Company is not currently in compliance with the Exchange’s continued listing standards as set forth in Section 1003(a)(i), Section 1003(a)(ii), Section 1003(a)(iii), and Section 1003(a)(iv) of the Company Guide. The Company is now in compliance with Section 1003(f)(v). The Exchange has reviewed the Company’s most recent updates and determined to extend the plan period for the Company to regain compliance with Section 1003(a)(iv) through November 27, 2017. The compliance date for Section 1003(a)(i), Section 1003(a)(ii), and Section 1003(a)(iii) remain November 27, 2017, as was previously stated in the Exchange’s notice dated January 5, 2017 and disclosed on a Current Report on Form 8-K filed by the Company on January 9, 2017. The Company met the continued listing standards of the Company Guide on November 27, 2017. Dawson James Securities Inc. Offerings On October 10, 2017, Pareteum Corporation closed on a public offering of common stock for gross proceeds of $1,569,750. The offering was a shelf takedown off of our registration statement on Form S-3 (File No. 333-213575) and was conducted pursuant to a placement agency agreement entered into between us and Dawson James Securities, Inc., the placement agent on a best-efforts basis with respect to the offering (the “ Placement Agent On November 9, 2017, the Company announced the closing of a firm commitment underwritten public offering of its securities pursuant to which it issued an aggregate of 9,009,478 4,034 7,478,228 956,489 0.92 12 10,723,899 On December 5, 2017, the Company closed on a concurrent public offering of common stock and private offering of warrants for gross proceeds of $6,579,054. The public offering was a shelf takedown off of our registration statement on Form S-3 (File No. 333-213575). Both offerings were conducted pursuant to a securities purchase agreement (the “Purchase Agreement”), with select accredited investors, and a placement agency, between the Company and Dawson James Securities, Inc., the placement agent on a best-efforts basis with respect to the offerings, that were entered into on December 1, 2017. The Company sold 7,151,146 0.92 7,151,146 1.09 Equity or Debt Financing On December 31, 2017, we had $ 13,737,675 The accompanying consolidated financial statements include the accounts of Pareteum and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). All intercompany transactions and account balances have been eliminated in consolidation. The Company’s subsidiaries are: • its wholly-owned subsidiary Elephant Talk Europe Holding B.V. and its wholly owned subsidiaries, Elephant Talk Communications Italy S.R.L., Elephant Talk Business Services W.L.L., Guangzhou Elephant Talk Information Technology Limited, Elephant Talk Deutschland GmbH, and the majority owned (51%) subsidiary ET-UTS NV; • Elephant Talk Europe Holding B.V.’s wholly-owned subsidiary Elephant Talk Communication Holding AG and its wholly-owned subsidiaries Elephant Talk Communications S.L.U., Elephant Talk Mobile Services B.V., Elephant Talk Telekom GmbH, Elephant Talk Communication Carrier Services GmbH, Elephant Talk Communication Schweiz GmbH (dissolved September 25, 2017) and the subsidiary Elephant Talk Communications Premium Rate Services Netherlands B.V.; • Elephant Talk Telecomunicação do Brasil LTDA, is owned 90 10 • Elephant Talk Europe Holding B.V.’s majority ( 100 100 99 • its wholly-owned subsidiary Elephant Talk Limited (“ETL”) and its majority owned ( 50.54 • its wholly-owned subsidiary Pareteum North America, Corp; • Elephant Talk Europe Holding B.V.’s majority owned subsidiary ( 99,998 99 • PT Elephant Talk Indonesia is owned by Elephant Talk Europe Holding B.V. The functional currency is Euros for the Company’s wholly-owned subsidiary Elephant Talk Europe Holding B.V. and its subsidiaries. The financial statements of the Company were translated to USD using period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses, and capital accounts were translated at their historical exchange rates when the capital transaction occurred. In accordance with ASC 830, Foreign Currency Matters, net gains and losses resulting from translation of foreign currency financial statements are included in the statement of changes in stockholder’s equity as other comprehensive income (loss). Foreign currency transaction gains and losses are included in consolidated income/(loss), under the line item ‘Other income/(expense)’. The preparation of the accompanying consolidated financial statements conforms with accounting principles generally accepted in the U.S. and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant estimates include the bad debt allowance, revenue recognition, impairment of long-lived assets, valuation of financial instruments, useful lives of long-lived assets and share-based compensation. Actual results may differ from these estimates under different assumptions or conditions. The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company has full access to the whole balance of cash and cash equivalents on a daily basis without any delay. Restricted cash as of December 31, 2017 and 2016 was $ 199,776 564,018 500,000 The Company’s customer base consists of a geographically dispersed customer base. The Company maintains an allowance for potential credit losses on accounts receivable. The Company makes ongoing assumptions relating to the collectability of our accounts receivable. The accounts receivable amounts presented on our balance sheets include reserves for accounts that might not be collected. In determining the amount of these reserves, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact the level of credit losses in the future. The Company’s reserves have generally been adequate to cover its actual credit losses. However, since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot guarantee that its reserves will continue to be adequate. If actual credit losses are significantly greater than the reserves, the Company would increase its general and administrative expenses and increase its reported net losses. Conversely, if actual credit losses are significantly less than our reserve, this would eventually decrease the Company’s general and administrative expenses and decrease its reported net losses. Allowances are recorded primarily on a specific identification basis. See Note 2 of the Financial Statements for more information. At the inception of a lease covering equipment or real estate, the lease agreement is evaluated under the criteria of ASC 840, Leases. Revenue primarily represents amounts earned for our mobile and security solutions. Our mobile and security solutions are hosted software where the customer does not take possession of the software and are therefore accounted for as subscriptions. We also offer customer support and professional services related to implementing and supporting our suite of applications. Revenues generally are recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. Hosting subscriptions provide customers access to our software on a subscription basis, and support services (e.g. network operations and second line helpdesk) related to those arrangements. Hosting subscriptions for the use of our software generally include a usage-based license for which revenues are recognized commensurate with the customer utilization (for example, the number of mobile users on the network) commencing with the date our service is made available to customers and when all of the following conditions have been met: (i) there is persuasive evidence of an arrangement; (ii) delivery has occurred; (iii) the fee is fixed or determinable; and (iv) collectability of the fee is reasonably assured. Revenue is recorded as deferred revenue before all of the relevant criteria for revenue recognition are satisfied. The Company enters into arrangements that include various combinations of hosting subscriptions and services, where elements are delivered over different periods of time. Such arrangements are accounted for in accordance with ASC 605-25 “Revenue Recognition-Multiple Element Arrangements.” Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. The elements in a multiple element arrangement are identified and are separated into separate units of accounting at the inception of the arrangement and revenue is recognized as each element is delivered. Delivered item or items are considered a separate unit of accounting when both of the following criteria are met: (i) the delivered item or items have value to the customer on a stand-alone basis, meaning the delivered item or items have value on a standalone basis if it sold separately by any vendor or the customer could resell the delivered item or items on a stand-alone basis, and (ii) if the arrangement includes a general right of return related to the delivered item, delivery or performance of the undelivered item or items are considered probably and substantially in the control of the Company. Total consideration of a multiple-element arrangement is allocated to the separate units of accounting at the inception of the arrangement based on the relative selling price method using the hierarchy prescribed in ASC 605-25. In accordance with that hierarchy if vendor specific objective evidence (VSOE) of fair value or, third-party evidence (TPE) does not exist for the element, then the best estimated selling price (BESP) is used. Since the Company does not have VSOE or TPE, the Company uses BESP to allocate consideration for all units of accounting in our hosting arrangements. In determining the BESP, the Company considers multiple factors which include, but are not limited to the following: (i) gross margin objectives and internal costs for services; (ii) pricing practices and market conditions; (iii) competitive landscape; and (iv) growth strategy. In the paragraphs below we explain the revenue recognition policy for each element. For the mobile solutions services the Company recognizes revenues from customers accessing our cloud-based application suite in two different service offerings, namely managed services and bundled services. For managed services, revenues are recognized for network administration services provided to end users on behalf of Mobile Network Operators (MNO) and virtual Mobile Network Operators (MVNO’s). Managed service revenues are recognized monthly based on an average number of end-users managed and calculated on a pre-determined service fee per user. For bundled services, the Company provides both network administration as well as mobile airtime management services. Revenues for bundled services are recognized monthly based on an average number of end-users managed and mobile air time, calculated based on a pre-determined service fee. Technical services that meet the criteria to be separated as a separate unit of accounting are recognized as the services are performed. Services that do not meet the criteria to be accounted for as a separate unit of accounting are deferred and recognized ratably over the estimated customer relationship. Our arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. Telecommunication revenues are recognized when delivery occurs based on a pre-determined rate and number of user minutes and calls that the Company has managed in a given month. Professional services and other revenue include fees from consultation services to support the business process mapping, configuration, data migration, integration and training. Amounts that have been invoiced are recorded in accounts receivable and in net billings in excess of revenues or revenue, depending on whether the revenue recognition criteria have been met. Revenue for professional and consulting services in connection with an implementation or implantation of a new customer that is deemed not to have stand-alone value is recognized over the estimated customer relationship commencing when the subscription service is made available to the customer. Revenue from other professional services that provide added value such as new features or enhancements to the platform that are deemed to have standalone value to the customer are recognized when the feature is activated. Cost of Revenues Cost of revenues includes origination, termination, network and billing charges from telecommunications operators, costs of telecommunications service providers, network costs, data center costs, facility cost of hosting network and equipment and cost in providing resale arrangements with long distance service providers, cost of leasing transmission facilities, international gateway switches for voice, data transmission services, and the cost of professional services of staff directly related to the generation of revenues, consisting primarily of employee-related costs associated with these services, including share-based expenses and the cost of subcontractors. Cost of revenues excludes depreciation and amortization. ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The business operates as one single segment and discrete financial information is based on the whole, not segregated; and is used by the chief decision maker accordingly. The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and customer deposits approximate their fair values based on their short-term nature. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. The Company’s conversion feature, a derivative instrument, is recognized in the balance sheet at its fair values with changes in fair market value reported in earnings. In accordance with ASC 820, Fair Value Measurement (“ASC 820”), the Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 Level 2 Level 3 The degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. The Company has three asset groups that are valued at fair value categorized within Level 3: Derivative liabilities (recurring measurement), goodwill and intangibles (non-recurring measurements) for the impairment test. Below are discussions of the main assumptions used for the recurring measurements. Recurring Measurement - Warrant Derivative Liabilities and Conversion Feature Derivative (see also Note 14 and 15) Number of Outstanding Warrants and/or Convertible Notes The number of outstanding warrants and/or convertible notes is adjusted every re-measurement date after deducting the exercise or conversion of any outstanding warrants convertible notes during the previous reporting period. Stock Price at Valuation Date The closing stock price at re-measurement date being the last available closing price of the reporting period taken from www.nasdaq.com. Exercise Price The exercise price is fixed and determined under the terms of the financing facility it was issued. Remaining Term The remaining term is calculated by using the contractual expiration date of the 9% Unsecured Subordinated Promissory Note at the moment of re-measurement. Expected Volatility Management estimates expected cumulative volatility giving consideration to the expected life of the note and/or warrants and calculated the annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the maturity date of the note (reference period). The annual volatility is used to determine the (cumulative) volatility of the Company´s common stock (= annual volatility * square root (expected life)). Liquidity Event We estimate the expected liquidity event considering the average expectation of the timing of fundraises and the need for those funds offset against scheduled repayment dates and the costs and/or savings of the future steps in re-modelling the organization. Risk-Free Interest Rate Management estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the US Treasury Department with a term equal to the reported rate or derived by using both spread in intermediate term and rates, up to the expected maturity date of the derivative involved. Expected Dividend Yield Management estimates the expected dividend yield by giving consideration to the Company´s current dividend policies as well as those anticipated in the future considering the Company´s current plans and projections. Mandatory Conversion Condition The Monte Carlo model includes the likelihood of meeting the condition in which the Company will be able to call such mandatory conversion of outstanding convertible notes. Mandatory Exercise Condition The Monte Carlo model includes the likelihood of being able to force a mandatory exercise of the warrants prior to the maturity of the warrant agreement. The Company follows the provisions of ASC 718, Compensation-Stock Compensation, (“ASC 718”). Under ASC 718, share-based awards are recorded at fair value as of the grant date and recognized as expense with an adjustment for forfeiture over the employee’s requisite service period (the vesting period, generally up to three years). The share-based compensation cost based on the grant date fair value is amortized over the period in which the related services are received. To determine the value of our stock options at grant date under our employee stock option plan, the Company uses the Black-Scholes option-pricing model. The use of this model requires the Company to make many subjective assumptions. The following addresses each of these assumptions and describes our methodology for determining each assumption: Expected Life The expected life represents the period that the stock option awards are expected to be outstanding. The Company uses the simplified method for estimating the expected life of the option, by taking the average between time to vesting and the contract life of the award. Expected Volatility The Company estimates expected cumulative volatility giving consideration to the expected life of the option of the respective award, and the calculated annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the grant-date (reference period). The annual volatility is used to determine the (cumulative) volatility of its common stock (= annual volatility x square root (expected life)). Forfeiture rate The Company is using the aggregate forfeiture rate. The aggregate forfeiture rate is the ratio of pre-vesting forfeitures over the awards granted (pre-vesting forfeitures/grants). The forfeiture discount (additional loss) is released into the profit and loss in the same period as the option vesting-date. The forfeiture rate is actualized every reporting period and due to the firm reorganization, the forfeiture rate has been set to zero to reflect the current expectation of the number of leavers. Risk-Free Interest Rate The Company estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the U.S. Treasury Department with a term equal to the reported rate or derived by using both spread in intermediate term and rates, to the expected life of the award. Expected Dividend Yield The Company estimates the expected dividend yield by giving consideration to our current dividend policies as well as those anticipated in the future considering our current plans and projections. The Company does not currently calculate a discount for any post-vesting restrictions to which our awards may be subject. Current tax is based on the income or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. Establishment of a valuation allowance is provided when it is more likely than not that deferred taxes will be realized. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and reimbursement arrangements among related entities, the process of identifying items of revenue and expenses that qualify for preferential tax treatment and segregation of foreign and domestic income and expense to avoid double taxation. The Company files federal income tax returns in the U.S., various U.S. state jurisdictions and various foreign jurisdictions. The Company’s income tax returns are open to examination by federal, state and foreign tax authorities, generally for 3 years but can be extended to 6 years under certain circumstances. In other jurisdictions the period for examinations depend on local legislation. The Company’s policy is to record estimated interest and penalties on unrecognized tax benefits as part of its income tax provision. Comprehensive income (loss) include all changes in equity during a period from non-owner sources. For the years ended December 31, 2017 and 2016, the Company’s comprehensive loss consisted of net losses and foreign currency translation adjustments. The acquisition method of accounting for business combinations as per ASC 805, Business Combinations (“ASC 805”), requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company may adjust the provisional amounts recognized for a business combination). Under the acquisition method of accounting, the identifiable assets acquired, the liabilities assumed, and any non-controlling interests acquired in the acquisition are recognized as of the closing date for purposes of determining fair value. The Company measures goodwill as of the acquisition date as the excess of consideration transferred, over the net of the acquisition date fair value of the identifiable assets acquired and liabilities assumed. Costs that the Company incurs to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and the Company charges them to general and administrative expense as they are incurred. During the measurement period, the Company adjusts the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Measurement period adjustments are reflected retrospectively in all periods being presented in the financial statements. The Company records goodwill when the fair value of consideration transferred in a business combination exceeds the fair value of the identifiable assets acquired and liabilities assumed. Goodwill and other intangible assets that have indefinite useful lives are not amortized, but the Company tests them for impairment annually during its fourth fiscal quarter and whenever an event or change in circumstances indicates that the carrying value of the asset is impaired. The authoritative guidance for the goodwill impairment model includes a two-step process. First, it requires a comparison of the carrying value of the reporting unit to its fair value. If the fair value is determined to be less than the carrying value, a second step is performed. In the second step, the Company compares the implied fair value of goodwill to its carrying value in the reporting unit. The shortfall of the fair value below carrying value, if any, would represent the amount of goodwill impairment charge. We are using the criteria in ASU no. 2011-08 Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which permits the Company to make a qualitative assessment of whether it is more likely than not than not that a reporting unit’s fair value is less than the carrying amount before applying the two-step goodwill impairment test. If the Company concludes that it is not more likely than not that the fair value of a reporting unit is less that its carrying amount, it would not need to perform the two-step impairment test for that reporting unit. The Company tests goodwill for impairment in the fourth quarter of each fiscal year, or sooner should there be an indicator of impairment as per ASC 350, Intangibles Goodwill and Other. After the divestment of ValidSoft and renewed strategy the Company decided to impair the carrying value of goodwill related to ValidSoft. Following the restructuring and rationalization that commenced in the fourth quarter 2015 and continued during 2016 the Morodo and Telnicity related projects were cancelled and the related headcount phased out. As a result, the Company decided to fully impair the carrying value of goodwill related to Morodo and Telnicity. In accordance with ASC 350, Intangibles Goodwill and Other (“ASC 350”), intangible assets are carried at cost less accumulated amortization and impairment charges. Intangible assets are amortized on a straight-line basis over the expected useful lives of the assets, between three and ten years. Other indefinite life intangible assets are reviewed for impairment in accordance with ASC 350, on an annual basis, or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Measurement of any impairment loss for long-lived assets and amortizing intangible assets that management expects to hold and use is tested for impairment when amounts may not be recoverable. Impairment is measured based on the amount of the carrying value that exceeds the fair value of the asset. Property and equipment are initially recorded at cost. Additions and improvements are capitalized, w |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Accounts, Notes, Loans and Financing Receivable, Net, Current [Abstract] | |
Allowance for Credit Losses [Text Block] | Note 2. Allowance for Doubtful Accounts Accounts receivable are presented on the balance sheet net of estimated uncollectible amounts. The Company records an allowance for estimated uncollectible accounts in an amount approximating anticipated losses. Individual uncollectible accounts are written off against the allowance when collection of the individual accounts appears doubtful. The Company recorded an allowance for doubtful accounts of $90,173 and $88,528 as of December 31, 2017 and 2016, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses And Other Current Assets Disclosure [Text Block] | Note 3. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets were recorded at $ 900,369 1,084,994 324,092 592,445 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2017 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Assets Disclosure [Text Block] | Note 4. Other Assets Other assets at December 31, 2017 and December 31, 2016 are long-term in nature, and consist of long-term deposits to various telecom carriers and loans amounting to $ 91,267 129,037 |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 5. Note Receivable The third quarter 2016 sale of ValidSoft for the price of $ 3,000,000 2,000,000 1,000,000 1,000,000 5 21,639 375,594 51,525 594,520 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 6. Property and Equipment Average December December Furniture and fixtures 5 $ 139,857 $ 155,197 Computer, communication and network equipment 3 - 10 17,020,421 19,079,117 Software 5 2,899,794 3,209,318 Automobiles 5 10,744 11,897 Software development 1 398,654 786,897 Total property and equipment 20,469,470 23,242,426 Less: accumulated depreciation and amortization (15,755,760) (14,533,648) Total property and equipment, net $ 4,713,710 $ 8,708,778 Computers, communications and network equipment includes the capitalization of our systems engineering and software programming activities. Typically, these investments pertain to the Company’s: · Intelligent Network (IN) platform; · CRM provisioning Software; · Mediation, Rating & Pricing engine; · ValidSoft security software applications; · Operations and business support software; and · Network management tools. The total amount of product development costs (internal use software costs) that are capitalized in Property and Equipment during the years ended December 31, 2017 and 2016 was $ 696,401 990,076 Upon completion of development, the assets are reclassified from Construction in Progress to the appropriate Property and Equipment category, at which point the assets begin to depreciate or amortize. During the year ended December 31, 2017, the Company amortized $ 896,039 214,770 |
Long Term Investments
Long Term Investments | 12 Months Ended |
Dec. 31, 2017 | |
Investments [Abstract] | |
Long Term Investments [Text Block] | Note 7. Long Term Investments On October 16, 2017, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Artilium, PLC, a public limited company incorporated under the laws of England and Wales (“ARTA”). Pursuant to the Exchange Agreement, ARTA agreed to issue and deliver to the Company an aggregate of 27,695,177 3,200,332 The Company accounted for the exchange agreement as an investment using the cost method to value the investment. As of December 31, 2017, the stock prices for the Company and ARTA were $ 2.07 £ 0.12 3,230,208 7 8 |
Accounts payable and Customer D
Accounts payable and Customer Deposits | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Note 8. Accounts payable and Customer Deposits As of December 31, 2017 and December 31, 2016, the accounts payable and customer deposits were comprised solely of trade accounts payables. |
Net Billings in Excess of Reven
Net Billings in Excess of Revenues | 12 Months Ended |
Dec. 31, 2017 | |
Billings in Excess of Cost [Abstract] | |
Net Billings in Excess of Revenues [Text Block] | Note 9. Net Billings in Excess of Revenues Because the Company recognizes revenue upon performance of services, net billings in excess of revenues represents amounts received from the customers for which either delivery has not occurred or against future sales of services. As of December 31, 2017, the balance of short term net billings in excess of revenues was $ 242,986 0 242,986 951,791 121,309 1,073,100 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities Current Disclosure [Text Block] | Note 10. Accrued Expenses As of December 31, 2017 and December 31, 2016, the accrued expenses were comprised of the following: December 31, December 31, Accrued selling, general and administrative expenses $ 3,463,800 $ 4,955,959 Accrued cost of service 413,942 394,496 Accrued taxes (including VAT) 877,366 127,434 Accrued interest payable 96,801 132,632 Other accrued expenses 398,221 403,099 Total accrued expenses $ 5,250,130 $ 6,013,620 Accrued taxes include income taxes payable as of December 31, 2017 amounting to $877,366. See Note 21 of the Financial Statements for more information. Accrued Selling, General and Administrative expenses include social security premiums, personnel related costs such as payroll taxes, provision for holiday allowance, accruals for marketing and sales expenses, and office related expenses. |
Unsecured Convertible Promissor
Unsecured Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2017 | |
Unsecured Convertible Promissory Notes [Member] | |
Debt Disclosure [Text Block] | Note 11. Unsecured Convertible Promissory Notes Breakdown of the Unsecured Convertible Outstanding Long Term Regular Conversions Outstanding 9% Unsecured Convertible Note (Private Offering Q4-2015 Q1-2016) $ (37,976) $ 66,000 $ (65,161) $ 281,914 $ (320,729) 9% Unsecured Convertible Note (Saffelberg) (579,872) - (79,553) - (500,319) Total Long Term (617,848) 66,000 (144,714) 281,914 (821,048) 9% Unsecured Convertible Note (Private Offering Q4-2015 Q1-2016) (66,000) (66,000) Total Short Term (66,000) (66,000) - - - Total Unsecured Convertible Promissory Notes $ (683,848) $ - $ (144,714) $ 281,914 $ (821,048) On December 18, 2015, the Company consummated a closing and on March 14, 2016, the Company consummated the last of twelve closings of its private placement offering of units (“Units”) to “accredited investors” (as defined in Rule 501(a) of the Securities Act as part of a “best efforts” private placement offering of up to $ 4,200,000 140 9 30,000 7.50 (4,000) 11.25 The Units were offered and sold pursuant to an exemption from registration under Section 4(2) and Regulation D of the Securities Act. During 2016 and 2015, the Company sold an aggregate of $ 3,548,000 473,067 The Warrants entitle the holders to purchase shares of common stock reserved for issuance thereunder for a period of five years from the date of issuance and contain certain anti-dilution rights on terms specified in the Warrants. The Note Shares and Warrant Shares will be subject to full ratchet anti-dilution protection for the first 24 months following the issuance date and weighted average anti-dilution protection for the 12 months period after the first 24 months following the issuance date. In December 2016, the Company and the holders agreed upon modification of the Warrants to redeem the above anti-dilution protection and offered an exercise price adjustment to $ 3.75 10 The Company filed a Registration Statement on Form S-3 registering the Note Shares and Warrant Shares which became effective November 14, 2016. In connection with the offering, the Company retained a registered FINRA broker dealer (the “Placement Agent”) to act as the placement agent. For acting as the placement agent, we agreed to pay the Placement Agent, subject to certain exceptions: (i) a cash fee equal to seven percent ( 7 1 7 7.50 7 11.25 33,115 11.25 33,115 7.50 The aggregate number of Units sold during the offering period in 2016 resulted in gross proceeds of $ 3,458,000 3,039,932 The value of the Warrants and the conversion feature to the investors and the Placement Agent cash fees and warrants have been capitalized and off set against the liability for the Notes. By doing this the Company followed the new ASU 2015-03 guidelines to also offset the debt issuance costs against the liability of the convertible notes. This resulted in a total initial debt discount of $ 2,395,290 467,568 Promissory Note (Maturing December 2018 through March 21, 2019) December Regular Conversions Outstanding Convertible Note Principal Amount Principal Amount (Long Term) $ (165,000) $ - $ 560,000 $ (725,000) 10% Early Repayment (Short Term) (16,500) - 83,000 (99,500) Debt Discounts & Financing Costs Investor Warrants 32,972 (25,720) (180,618) 239,310 Conversion Feature value 9,561 (8,771) (55,584) 73,916 7% Agent Warrants 4,169 (3,995) (24,646) 32,810 Financing Costs 30,822 (26,675) (100,238) 157,735 $ (103,976) $ (65,161) $ 281,914 $ (320,729) (Maturing August 18, 2019) December 31, Regular Conversions Outstanding Convertible Note Principal Amount Principal Amount (Long Term) $ (723,900) $ - $ - $ (723,900) Debt Discounts & Financing Costs Investor Warrants 104,055 (56,178) - 160,233 Conversion Feature value 39,973 (23,375) - 63,348 $ (579,872) $ (79,553) $ - $ (500,319) |
Warrant and Conversion Feature
Warrant and Conversion Feature Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Warrant And Conversion Feature Liabilities [Abstract] | |
Warrant And Conversion Feature Liabilities [Text Block] | Note 12. Warrant and Conversion Feature Liabilities The issuance of the Notes (Investors), the Saffelberg Note (Other Investor), the 13%+Eurodollar Senior Secured Credit Agreement (Lender) and Placement Agent Fees (Agent) all resulted in rights to convert outstanding debt or exercise rights to buy common shares of the Company. Those rights, if applicable, are being accounted for as derivative liabilities. During the second quarter of 2017, the Company negotiated with various of the outstanding parties concerned to eliminate the conditions responsible for the need of derivative accounting. As a result, most of the outstanding derivative liabilities have been eliminated. Currently, the Company has identified the following movements during 2017 for the number of rights owned by the holders for the following groups. Number of underlying Outstanding (Additional) Agreement Exercises / Outstanding 9% Convertible Note - Investors - - 30,897 (243,564) 212,667 9% Convertible Note - Other Investor 859,943 725,264 - - 134,679 Outstanding Liability Conversion Features 859,943 725,264 30,897 (243,564) 347,346 13%+Eurodollar Senior Secured - - (1,273,018) - 1,273,018 9% Convertible Note Warrants - - (520,374) - 520,374 Other 9% Convertible Note Warrants 96,520 - - - 96,520 9% Convertible Note 7% Agent Warrants - - (66,229) - 66,229 Preferred Share issuance 8% Agent Warrants - - (68,445) - 68,445 Outstanding Liability Warrants 96,520 - (1,928,066) - 2,024,586 Total 956,463 725,264 (1,897,169) (243,564) 2,371,932 Most of them initially contained certain conditions which resulted in the obligation to account for those elements as Derivative Liabilities. The Company has identified the following derivatives in fair value amounts of outstanding rights owned by the holders for the following groups. Fair Market Value FMV as Additional Agreement Mark to FMV as 9% Convertible Note - Other Investor $ 1,426,903 $ - $ - $ 988,455 $ 438,448 FMV Conversion Feature Liability $ 1,426,903 $ - $ - $ 988,455 $ 438,448 13%+Eurodollar Senior Secured $ - $ - $ (1,610,060) $ (1,752,224) $ 3,362,284 Other 9% Convertible Note Warrants $ 170,744 $ - $ - $ (17,470) $ 188,214 9% Convertible Note 7% Agent Warrants $ - $ - $ (121,200) $ - $ 121,200 Preferred Share issuance 8% Agent Warrants $ - $ - $ (142,232) $ (13,452) $ 155,684 FMV Warrant Liabilities $ 170,744 $ - $ (1,873,492) $ (1,783,146) $ 3,827,382 Total $ 1,597,647 $ - $ (1,873,492) $ (794,691) $ 4,265,830 |
2016 13%+Eurodollar Senior Secu
2016 13%+Eurodollar Senior Secured Credit Agreement fka the 2014 10%+Eurodollar Third Party Loan Agreement | 12 Months Ended |
Dec. 31, 2017 | |
2014 Term Loan Agreement [Member] | |
Debt Disclosure [Text Block] | Note 13. 2016 13%+Eurodollar Senior Secured Credit Agreement fka the 2014 10%+Eurodollar Third Party Loan Agreement 2016 13% + Eurodollar Senior Secured Credit Agreement (Refinancing of 2014 10% + Eurodollar Loan)(Maturing December 2018, December 31, 2016 13% + Eurodollar Senior Secured Credit Agreement (principal) $ 10,081,836 Debt Discount - 10% Warrants & Free Warrant shares (422,202) Debt Discount - Original Issue Discount (6,596) Deferred Financing Costs (164,731) Debt Discount - Repayment Premium (1,772,645) $ 7,715,662 On November 17, 2014, the Company and certain of its subsidiaries entered into a term loan credit agreement with Atalaya Administrative LLC, as the administrative agent and collateral agent, and the lenders party thereto (the “2014 10% Term Loan Agreement”). The 2014 10% Term Loan Agreement provides for a twelve million dollar term loan facility (the “Term Loan Facility”), with advances to be made on the Closing Date. Borrowings under the Term Loan Facility shall bear interest at the Eurodollar 10.00 2 12 On July 9, 2015, the Company entered into a First Amendment to the Credit Agreement dated November 17, 2014 with the Lender and Atalaya, as administrative agent and collateral agent for Lender. Leading up to the amendment of the credit agreement the Company paid $10,100,000 on June 22, 2015 to Atalaya, comprising of a $ 5,500,000 4,427,333 9,927,333 12,000,000 2,072,667 10,100,000 4.5 6,500,000 As of the third quarter of 2015 the Company had been in breach of certain covenants under the amended credit agreement and was therefore in default of the credit agreement. On August 15, 2016 the Company entered into the second amendment to the credit agreement dated November 17, 2014 with Lender and Atalaya, as administrative agent and collateral agent for Lender. Under the second amendment, the senior secured lender increased the loan facility by $ 1,202,447 1,000,000 13 Furthermore the amendment included additional prepayment premium in the following cases, equal to: (a) twenty-five percent (25%) of the amount prepaid if such prepayment occurs on or before October 15, 2016, (b) fifty percent (50%) of the amount prepaid if such prepayment occurs on or after October 16, 2016 and on or before December 31, 2016, and (c) seventy-five percent (75%) of the amount prepaid if such prepayment occurs on or after December 31, 2016 On December 27, 2016, the Company agreed upon another amendment (the “Amendment”) of the credit agreement with Lender and Atalaya. Pursuant to the Amendment, the Borrower was indebted in the amount of $ 5,562,778 4,149,893 69,165 300,000 10,081,836 The Amendment removed certain terms regarding the liquidation preference and the prepayment fee. In addition, the Amendment provided that credit agreement shall bear interest at Eurodollar rate plus an applicable margin per annum equal to thirteen percent (13%). However, upon receipt by the Company of Net Equity Proceeds (as defined in the Amendment) of $ 3,000,000 12 Pursuant to the Amendment, the initial maturity date of the loan was June 30, 2017 December 31, 2017 1,500,000 1,500,000 February 28, 2018 December 31, 2017 December 31, 2018 less than or equal to 2.50 to 1.00 In addition, pursuant to the Amendment, the Borrower agreed to respectively repay $ 250,000 500,000 15,000 60,000 Also on December 27, 2016, a Reaffirmation Agreement (the “Reaffirmation Agreement”) was entered by and among ET Europe, the Company, Pareteum North America and Atalaya, pursuant to which, among other things, the Borrower reaffirmed its obligations to Lender under each of the Credit Agreement (as defined in the Reaffirmation Agreement), the Security Agreement (as defined in the Reaffirmation Agreement) and the Pledge Agreement (as defined in the Reaffirmation Agreement) and Deed of Pledge over Shares (as defined in the Reaffirmation Agreement). Upon closing of the amendment, the Company performed an analysis to determine whether this amendment of the Credit Agreement constituted an extinguishment to the existing credit agreement and concluded that such was not the case. On March 6, 2017, the Borrower, a wholly owned subsidiary of the Company, as Borrower, the Company, Pareteum North America Corp., a Delaware corporation, Lender and Atalaya, as administrative agent and collateral agent for the Lender, entered into an agreement to amend certain terms of the credit agreement among the parties, dated November 17, 2014. On March 31, 2017, the relevant parties entered into the Amendment. Capitalized terms used herein but not otherwise defined shall have the meaning as set forth in the Amended and Restated Credit Agreement. Pursuant to the Amendment: (i) the Maturity Date was extended to December 31, 2018; (ii) the amortization schedule was amended as follows: Q1-2017: $ 1,500,000 1,500,000 500,000 500,000 750,000 750,000 750,000 1,229,100 216,900 1.305 On May 2, 2017, the Borrower, the Company, Pareteum North America Corp., a Delaware corporation, Lender and Atalaya Administrative LLC, a New York limited liability company, as administrative agent and collateral agent for the Lender, executed the Term Sheet to amend certain terms of that credit agreement among the parties, as amended via the Amended & Restated Credit Agreement dated December 27, 2016, and further amended on March 6, 2017. On August 9, 2017, the parties entered the Second Amendment, among other items, to reduce the quarterly principal amortization payment amounts and confirmed the maturity date of December 31, 2018. Further, the parties agreed on a revised repayment schedule, which reduced the principal repayments to $ 250,000 500,000 750,000 500,000 the two warrants previously issued under prior amendments would be revised to adjust the exercise price of $0.64. The Company also agreed to issue new warrants with a strike price of $0.64 for consideration received from the Lender and Atalaya in the amounts of 793,900 and 140,100, respectively On December 18, 2017, the parties executed a payoff letter pursuant to which the Borrower terminated the Amended and Restated Agreement among the parties, which was initially dated November 17, 2014, and had been amended from time to time, and the other credit documents related thereto, and satisfied in full all of the Borrower’s remaining obligations pursuant to the Amended and Restated Agreement. The remaining principal as per the termination date amounted to $ 8,081,836 |
Obligations under Capital Lease
Obligations under Capital Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Capital [Abstract] | |
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | Note 14. Obligations under Capital Leases The Company had a financing arrangement with one of its vendors to acquire equipment and licenses. This trade arrangement matured in January 2017. As of December 31, 2017, there is no obligation under this leasing arrangement. The current portion of the Capital Leases of $ 10,813 |
Other long-term payable
Other long-term payable | 12 Months Ended |
Dec. 31, 2017 | |
Other Long-term Debt [Abstract] | |
Other Longterm Debt Current And Noncurrent Disclosure [Text Block] | Note 15. Other long-term payable As of December 31, 2017, the other long-term payable amounted to $ 151,163 192,980 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 16. Fair Value Measurements The following tables summarize fair value measurements by level at December 31, 2017 for financial assets and liabilities measured at fair value on a recurring basis: December 31, 2017 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 1,426,903 $ 1,426,903 Warrant Liabilities - - 170,744 170,744 Total Derivatives Liabilities $ - $ - $ 1,597,647 $ 1,597,647 The Company uses the Monte Carlo valuation model and the Black-Scholes model to determine the value of the outstanding warrants and conversion feature. Since the Monte Carlo valuation model requires special software and expertise to model the assumptions to be used, the Company hired a third party valuation expert. The following table summarizes fair value measurements by level at December 31, 2016 for financial assets and liabilities measured at fair value on a recurring basis: December 31, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 438,448 $ 438,448 Warrant Liabilities - - 3,827,381 3,827,381 Total Derivatives Liabilities $ - $ - $ 4,265,829 $ 4,265,829 The Company has classified the outstanding warrants into level 3 due to the fact that some inputs are not published and not easily comparable to industry peers. The Company determines the “Fair Market Value” using a Monte Carlo or Black-Scholes model by using the following assumptions: Number of outstanding warrants The number of outstanding exercise rights is adjusted every re-measurement date after deducting the number of exercised rights during the previous reporting period. Stock price at valuation date The closing stock price at re-measurement date being the last available closing price of the reporting period taken from www.nasdaq.com. Exercise Price The exercise price is fixed and determined in the warrant agreement. Remaining Term The remaining term is calculated by using the contractual expiration date of the warrant agreement at the moment of re-measurement. The remaining term for a warrant exercise using the exchange condition is fixed in the warrant agreement at five years. Expected Volatility We estimate expected cumulative volatility giving consideration to the expected life of the note and calculated the annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the maturity date of the note (reference period). The annual volatility is used to determine the (cumulative) volatility of our common stock (= annual volatility x SQRT (expected life)). Liquidity Event We estimate the expected liquidity event giving consideration to the expectation of sale of assets held for sale and the current substantial reorganization. Risk-Free Interest Rate We estimate the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the U.S. Treasury Department with a term equal to the reported rate or derived by using both spread in intermediate term and rates, up to the maturity date of the note. Expected Dividend Yield We estimate the expected dividend yield by giving consideration to our current dividend policies as well as those anticipated in the future considering our current plans and projections. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 17. Stockholders’ Equity (A) Common Stock The Company is presently authorized to issue 500,000,000 46,617,093 38,240,826 (21,420,379) (6,297,164) 5,836,020 3,200,332 (2,250,811) 243,564 698,183 (B) Preferred Stock The Company’s Certificate of Incorporation authorizes the issuance of 50,000,000 0.00001 During March 2017, the Company received conversion notices from holders of an aggregate of 191 13 1.50 1.305 1,463,601 On September 28, 2017 the Company notified the remaining holders of the Preferred Shares that the Company had elected to exercise its right to force conversion of the Preferred Shares still outstanding as permitted under the terms of the agreement. The conversion resulted in the issuance of 338,419 On November 9, 2017, the Company announced the closing of a firm commitment underwritten public offering of its securities which included the issuance of an aggregate of $ 3,719,560 4,034 each of which shares is an equivalent of 1,000 shares of common stock 401,032 On November 27, 2017, the Company received conversion notices from holders of an aggregate of $ 3,719,560 4,034 4,034,000 As of December 31, 2017 and 2016 the preferred stock balances were $0 and $2,143,196, respectively. During 2017, the outstanding 249 2,143,196 4,034 3,691,110 (C) Warrants Throughout the years, the Company has issued warrants with varying terms and conditions related to multiple financing rounds, acquisitions and other transactions. Often these warrants could be classified as equity instead of a derivative. As of December 31, 2017, 96,520 170,744 1,504,278 3,827,381 18,039,312 700,308 1.30 Warrants: Number of Warrants Outstanding as of December 31, 2016 2,204,586 Issued 25,696,801 Exercised (7,362,786) Expirations (2,402,769) Outstanding as of December 31, 2017 18,135,832 Outstanding Warrants Exercise/ Expiring December December Equity Warrants Fundraising $0.64 - $5.375 2018 - 2023 18,039,312 700,308 Liability Warrants Fundraising $0.8418 2019 96,520 1,504,278 18,135,832 2,204,586 Joseph Gunnar & Co. LLC Warrant Exercise On July 17, 2017, the Company entered into Warrant Exercise Agreements (the “Exercise Agreements”) with certain holders (the “Exercising Holders”) of outstanding warrants to purchase up to an aggregate of 1,150,000 1.87 1.00 1.15 In consideration for the Exercising Holders exercising their Original Warrants, the Company issued to each Exercising Holder a new warrant (each, a “New Warrant”) to purchase shares of the Company’s common stock equal to the number of shares of common stock received by such Exercising Holder upon the cash exercise of such Exercising Holder’s Original Warrants. The terms of the New Warrants was substantially similar to the terms of the Original Warrants, except that the New Warrants will (i) have an exercise price equal to $ 1.39 The issuance of the New Warrants was not registered under the Securities Act of 1933, as amended, or any state securities laws. The New Warrants were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder. Each Exercising Holder had represented that it is an accredited investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act. In connection with the Exercise Agreements, the Company engaged Joseph Gunnar & Co., LLC to act as the Company’s placement agent. The Company agreed to pay Joseph Gunnar & Co., LLC a cash fee equal to seven percent ( 7 New Equity Incentive Plan On June 8, 2017, the Board adopted the 2017 Plan, an omnibus equity incentive plan pursuant to which the Company may grant equity and equity-linked awards to officers, directors, consultants and others. The Board adopted the 2017 Plan as a means to offer incentives and attract, motivate and retain and reward persons eligible to participate in the 2017 Plan. Accordingly, the Board unanimously approved and adopted the 2017 Plan, including authorization of the issuance of 6,500,000 3,500,000 |
Non-controlling Interest
Non-controlling Interest | 12 Months Ended |
Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interest Disclosure [Text Block] | Note 18. Non-controlling Interest As of December 31, 2017, the Company had no non-controlling interests in its subsidiaries. Net losses attributable to non-controlling interests were insignificant for all the years presented. |
Basic and diluted net loss per
Basic and diluted net loss per share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Note 19. Basic and diluted net loss per share Net loss per share is calculated in accordance with ASC 260, Earnings per Share (“ASC 260”). Basic net loss per share is based upon the weighted average number of common shares outstanding. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase Common Stock at the average market price during the period. The Company uses the ‘if converted’ method for its senior secured convertible notes. Weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of dilutive securities is anti-dilutive. Dilutive Securities 2017 2016 Convertible Notes 920,972 212,667 Warrants 18,135,832 2,204,651 Time Conditioned Share Awards 1,518,055 - Employee Stock Options 3,028,184 1,040,211 23,643,043 3,457,529 These shares were excluded due to their anti-dilutive effect on the loss per share recorded in each of the years presented. Except for shares pending to be issued due to compensation in lieu of cash and a certain warrant exercise, no additional securities were outstanding that could potentially dilute basic earnings per share. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | Note 20. Employee Benefit Plan 2008 Long-Term Incentive Compensation Plan In 2008, the Company adopted the 2008 Plan. The 2008 Plan initially authorized total awards of up to 200,000 In 2011, the stockholders approved an increase in the shares available under the 2008 Plan from 200,000 920,000 In 2013, the Company’s stockholders approved the amendment and restatement of the 2008 Plan, which increased the number of authorized shares by 920,000 In 2014, the Company’s stockholders approved another amendment and restatement of the 2008 Plan, which increased the number of authorized shares by 400,000 During 2017, 459,995 179,559 Full Year Total Registered 2008 - 200,000 Registered 2011 - 720,000 Approved increase 2013 - 920,000 Approved increase 2014 - 400,000 Total Registered under this plan 2,240,000 Shares (issued to): Consultants 280,436 326,140 Directors, Officers and staff 179,559 651,000 Options exercised - 95,284 Options (movements): Issued and Outstanding 1,128,384 Available for grant at December 31, 2017: 39,192 Options: Number of Weighted Initial Fair Outstanding as of December 31, 2015 1,434,563 $ 28.75 $ 21,213,727 Granted in 2016 498,218 3.75 1,368,955 Exercised (with delivery of shares) - - - Forfeitures (Pre-vesting) (240,107) 16.75 (2,751,204) Expirations (Post-vesting) (652,463) 38.50 (10,994,838) Exchanged for Cashless exercise - - - Outstanding as of December 31, 2016 1,040,211 13.35 8,836,640 Granted in 2017 213,700 2.10 293,720 Exercised (with delivery of shares) - - - Forfeitures (Pre-vesting) 15,024 3.72 (55,232) Expirations (Post-vesting) (140,551) 27.65 (2,220,933) Exchanged for Cashless exercise - - - Outstanding as of December 31, 2017 1,128,384 $ 9.40 $ 6,854,195 In 2017, options awarded had a weighted average exercise price of $ 2.10 293,720 The weighted average assumptions used for the options granted in 2017 using the Black-Scholes options model are: expected cumulative volatility of 182 90 6.00 4.18 1.91 Twelve month period ending: December 2017 December 2016 Grants During the year 213,700 498,218 Weighted Average Annual Volatility 90 % 85 % Weighted Average Cumulative Volatility 182 % 214 % Weighted Average Contractual Life of grants (Years) 6.00 7.04 Weighted Average Expected Life of grants (Years) 4.18 6.49 Weighted Average Risk Free Interest Rate 1.9056 % 2.3105 % Dividend yield 0.0000 % 0.0000 % Weighted Average Fair Value at Grant-date $ 1.374 $ 2.75 Options Outstanding Total Options Outstanding 1,128,384 1,040,211 Weighted Average Remaining Contractual Life (Years) 4.14 4.47 Weighted Average Remaining Expected Life (Years) 3.10 4.92 Weighted Average Exercise Price $ 12.22 $ 13.35 Aggregate Intrinsic Value (all options) $ - $ - Aggregate Intrinsic Value (only in-the-money options) $ 64,875 $ 174,000 Options Exercisable Total Options Exercisable 745,989 643,153 Weighted Average Exercise Price $ 12.24 $ 17.86 Weighted Average Remaining Contractual Life (Years) 3.67 3.76 Aggregate Intrinsic Value (all options) $ - $ - Aggregate Intrinsic Value (only in-the-money options) $ 20,438 $ 43,500 Unvested Options Total Unvested Options 382,395 397,058 Weighted Average Exercise Price $ 3.87 $ 6.04 Forfeiture rate used for this period ending (staff only) 0.000 % 0.000 % Options expected to vest Number of options expected to vest corrected by forfeiture 382,395 397,058 Unrecognized stock-based compensation expense $ 1,436,511 $ 1,802,691 Weighting Average remaining contract life (Years) 5.43 6.33 Exercises Total shares delivered/issued 0 0 Weighted Average Exercise Price $ - $ - Intrinsic Value of Options Exercised $ - $ - At December 31, 2017, the unrecognized expense portion of share-based awards granted to employees under the 2008 Plan was $ 1,436,511 2017 Long-Term Incentive Compensation Plan The Company filed an S-8 on June 14, 2017 to register 3,500,000 6,500,000 During 2017, 1,431,944 120,151 1,518,056 1,118,056 400,000 1,899,800 Reconciliation of registered and available shares and/or options as of December 31, 2017: Total Approved by the Shareholders 6,500,000 Registered 2017 (S-8 dated June 14, 2017) - 3,500,000 Movement Shares (issued to): 2017 Consultants 120,151 120,151 Directors, Officers and staff 1,431,944 1,431,944 Options exercised - - Available for issuance at December 31, 2017 (under the S-8 registration statement) 1,552,095 Outstanding rights (movements): Options 1,899,800 1,899,800 Time Conditioned Share Awards 1,518,056 1,518,056 Available for grant at December 31, 2017: (approved by shareholders) 1,530,049 Options: Number of Weighted Initial Fair Outstanding as of December 31, 2016 - $ - $ - Granted in 2017 1,971,800 1.00 1,090,289 Exercised (with delivery of shares) - - - Forfeitures (Pre-vesting) (72,000) 1.00 39,681 Expirations (Post-vesting) - - - Exchanged for Cashless exercise - - - Outstanding as of December 31, 2017 1,899,800 $ 1.00 $ 1,129,970 The options awarded in 2017 had a weighted average exercise price of $ 1.00 1,090,289 Twelve months December Grants During the year 1,971,800 Weighted Average Annual Volatility 93 % Weighted Average Cumulative Volatility 156 % Weighted Average Contractual Life of grants (Years) 3.99 Weighted Average Expected Life of grants (Years) 2.84 Weighted Average Risk Free Interest Rate 1.4906 % Dividend yield 0.0000 % Weighted Average Fair Value at Grant-date $ 0.553 Options Outstanding Total Options Outstanding 1,899,800 Weighted Average Remaining Contractual Life (Years) 3.51 Weighted Average Remaining Expected Life (Years) 2.35 Weighted Average Exercise Price $ 1.00 Aggregate Intrinsic Value (all options) $ 2,032,786 Aggregate Intrinsic Value (only in-the-money options) $ 2,032,786 Options Exercisable Total Options Exercisable 0 Weighted Average Exercise Price - Weighted Average Remaining Contractual Life (Years) - Aggregate Intrinsic Value (all options) $ - Aggregate Intrinsic Value (only in-the-money options) $ - Unvested Options Total Unvested Options 1,899,800 Weighted Average Exercise Price $ 1.00 Forfeiture rate used for this period ending 3.651 % Options expected to vest Number of options expected to vest corrected by forfeiture 1,830,429 Unrecognized stock-based compensation expense $ 866,889 Weighting Average remaining contract life (Years) 3.38 Exercises Total shares delivered/issued - Weighted Average Exercise Price - Intrinsic Value of Options Exercised $ - At December 31, 2017, the unrecognized expense portion of the share based option awards granted to management, directors and employees under the 2017 Plan was approximately $ 866,889 Share-Based Compensation Expense The Company recorded for the year ended December 31, 2017, $ 4,289,033 1,845,520 2,006,173 437,340 3,654,369 243,068 Twelve Twelve months ended months ended Stock-Based Compensation Expense December 31, December 31, Consultancy services $ 674,553 $ 243,069 Directors and Officers (shares and options) 3,070,520 2,275,068 Employees (shares and options) 543,960 1,379,300 Total $ 4,289,033 $ 3,897,437 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Note 21. Income taxes 2017 2016 Domestic $ (11,993,500) $ (34,186,424) Foreign (362,274) 2,780,006 Total loss before income tax provision $ (12,355,774) $ (31,406,418) The Company files income tax returns in the US federal jurisdiction and various state and foreign jurisdictions. The applicable statutory tax rates vary between none (zero) and 34%. However, because the Company and its subsidiaries have incurred annual corporate income tax losses since their inception, management has determined that it is more likely than not that the Company will not realize the benefits of its US and foreign net deferred tax assets. Therefore, the Company has recorded a full valuation allowance to reduce the net carrying amount of the deferred taxes to zero. The Company’s 2017 provision for income taxes of $ 107,205 In the ordinary course of business, the Company is subject to tax examinations in the jurisdictions in which it files tax returns. The Company’s statute of limitations for tax examinations is four years for federal and state purposes and four to six years in the major foreign jurisdictions in which the company files. December 31, December 31, Current: Federal $ - $ - State - - Foreign 107,205 38,286 107,205 38,286 Deferred: Federal - - State - - Foreign - - Income tax (benefit)/ expense $ 107,205 $ 38,286 December 31, December 31, Tax expense (credit) at statutory rate federal 34 % 34 % State tax expense net of federal tax - - Foreign income tax rate difference (3) % (3) % Change in valuation allowance (32) % (32) % Other 0 % 0 % Income tax (benefit)/ expense (1) % (1) % 2017 2016 Deferred tax assets: Net Operating Losses $ 35,524,956 $ 47,284,369 Total gross deferred tax assets 35,524,956 47,284,369 Less: valuation allowance (35,524,956) (47,284,369) Net deferred tax assets $ - $ - As of December 31, 2017, and 2016, the Company had significant net operating losses carryforwards of approximately $ 109 143 As of December 31, 2017, and 2016, the Company’s US based subsidiaries had net federal and state operating loss carryforwards of approximately $ 57 80 expire in 2018 52 expire in 2016 Section 382 of the Internal Revenue Code limits the use of net operating loss and tax credit carry forwards in certain situations where changes occur in the stock ownership of a company. In the event the Company has a change in ownership, utilization of the carry forward could be restricted. The Company files income tax returns in the US federal jurisdiction and various state and foreign jurisdictions. Due to the net operating loss, all the tax years are open for tax examination. As of December 31, 2017, and 2016, the Company accrued an ASC 740-10 tax reserve of $ 246,370 0 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Legal Matters and Contingencies [Text Block] | Note 22. Commitments and Contingencies telSPACE -vs- Elephant Talk et al. Claimant commenced this AAA arbitration on or about September 7, 2016 by the filing of a statement of claim. Claimant asserted claims arising out of Software Licensing Agreements (“Licensing Agreements”) entered into by Claimant and mCash Holdings LLC (together, “Licensors”), on the one hand, and Telnicity, on the other, which Telnicity subsequently assigned to the Company. Pursuant to the Licensing Agreements, the Company obtained the license to use certain intellectual property in exchange for monthly payments to the Licensors. Claimant alleged that the Company failed to make monthly payments from on or about November 2015, causing the Licensors to terminate the Licensing Agreements, and continued using Licensors’ intellectual property after such termination. Based on these allegations, Claimant asserted claims for breach of contract, misappropriation of trade secret, and copyright infringement. Claimant seeks unspecified damages, specific performance, prejudgment interest, attorneys’ fees, and costs. On October 31, 2016, the Company filed a statement of answer denying Claimant’s claims. On January 5, 2017, the arbitration panel scheduled the hearing for April 13, 2017. The Parties have conducted limited discovery, which concluded on February 28, 2017. On March 10, 2017, Claimant requested leave to move for a default judgment against the Company for failing to advance the AAA administrative fees, and for sanctions based on alleged spoliation of evidence. On March 15, 2017, the Arbitration Chair denied Claimant’s request for leave to move for default, and granted Claimant’s request for leave to move for sanctions. After a two-day arbitration hearing in Seattle, WA, the Arbitration tribunal, on or about June 9, 2017, issued an award for the benefit of Claimant in the amount of $ 510,916 Saffelberg Investments NV -vs- Pareteum Corp. et al. On September 19, 2016, Plaintiff filed a Complaint against the Company for breach of contract and unjust enrichment in connection with a May 31, 2016 unsecured promissory note in the amount of $ 350,000 Ellenoff Grossman & Schole LLP, claimed legal fees. On May 5, 2017, the Company’s former legal counsel, Ellenoff Grossman & Schole LLP, commenced litigation proceedings in New York alleging breach of contract and claiming $ 817,822 The Company is involved in various claims and lawsuits incidental to our business. In the opinion of management, the ultimate resolution of such claims and lawsuits will not have a material effect on our financial position, liquidity, or results of operations. Severance and Change of Control Robert H. Turner - Victor Bozzo the Company will pay Mr. Bozzo 12 months’ salary at the rate of his salary as of such termination Edward O’Donnell Alexander Korff the Company would pay Mr. Korff’s base salary for an additional 180 days after termination in accordance with customary payroll practices. Effective December 1, 2017, Mr. Korff resigned from his position as General Counsel and Chief Compliance Officer Erik Kloots the Company was required to pay Mr. Kloots severance in cash equal to six (6) months base-salary in addition to accrued but unpaid compensation and accrued vacation. Mr. Kloots resigned from all positions that he held with the Company as of March 31, 2017 |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | Note 23. Geographic Information Year ended December 31, 2017 Europe Other foreign Total Revenues from unaffiliated customers $ 12,428,942 $ 1,118,565 $ 13,547,507 Identifiable assets $ 7,214,217 $ 18,111,816 $ 25,326,033 Year ended December 31, 2016 Europe Other foreign Total Revenues from unaffiliated customers $ 11,953,015 $ 902,796 $ 12,855,811 Identifiable assets $ 9,766,602 $ 3,278,687 $ 13,045,289 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 24. Concentrations Financial instruments that potentially subject us to concentrations of credit risk consist of accounts receivable and unbilled receivables. Those customers that comprised 10% or more of our revenue, accounts receivable and unbilled receivables are summarized as follows: For the year ended December 31, 2017, the Company had two customer that accounted for 96.9 82 During 2017, the Company had two customers that accounted for 49.7 23.9 81 16 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 25. Related Party Transactions During 2017, the Company retained Robert Turner of InTown Legal Services, who is the son of Robert H. Turner, Executive Chairman of the Board. InTown Legal Services has a $ 5,000 66,114 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 26. Subsequent Events During 2016 and 2017 there were debt restructuring payments and debt settlement payments with Atalaya Capital Management and Corbin Mezzanine Fund I, L.P. Additionally, Atalaya Capital Management and Corbin Mezzanine Fund I, L.P. executed 2,400,000 1,854,156 Additionally, through March 30, 2018, 2,400,449 1,782,329 2,542,249 |
Business and Summary of Signi34
Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business, Policy [Policy Text Block] | Description of Business Pareteum has developed a Communications Cloud Services Platform The Pareteum platform hosts integrated IT/Back Office and Core Network functionality for mobile network operators, and for enterprises implement and leverage mobile communications solutions on a fully outsourced SaaS, PaaS and/or IaaS basis: made available either as an on-premise solution or as a fully hosted service in the Cloud depending on the needs of our customers. Pareteum also delivers an Operational Support System (“OSS”) for channel partners, with Application Program Interfaces (“APIs”) for integration with third party systems, workflows for complex application orchestration, customer support with branded portals and plug-ins for a multitude of other applications. These features facilitate and improve the ability of our channel partners to provide support and to drive sales. |
Financial Condition Policy [Policy Text Block] | Liquidity As reflected in the accompanying consolidated financial statements, the Company reported net loss of $ 12,462,979 31,444,704 299,543,213 |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Pareteum and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). All intercompany transactions and account balances have been eliminated in consolidation. The Company’s subsidiaries are: • its wholly-owned subsidiary Elephant Talk Europe Holding B.V. and its wholly owned subsidiaries, Elephant Talk Communications Italy S.R.L., Elephant Talk Business Services W.L.L., Guangzhou Elephant Talk Information Technology Limited, Elephant Talk Deutschland GmbH, and the majority owned (51%) subsidiary ET-UTS NV; •Elephant Talk Europe Holding B.V.’s wholly-owned subsidiary Elephant Talk Communication Holding AG and its wholly-owned subsidiaries Elephant Talk Communications S.L.U., Elephant Talk Mobile Services B.V., Elephant Talk Telekom GmbH, Elephant Talk Communication Carrier Services GmbH, Elephant Talk Communication Schweiz GmbH (dissolved September 25, 2017) and the subsidiary Elephant Talk Communications Premium Rate Services Netherlands B.V.; •Elephant Talk Europe Holding B.V.’s majority (100%) owned subsidiary Elephant Talk Middle East & Africa (Holding) W.L.L., its wholly owned (100%) subsidiaries Elephant Talk Middle East & Africa (Holding) Jordan L.L.C., and its majority owned (99%) Elephant Talk Bahrain W.L.L.; •its wholly-owned subsidiary Elephant Talk Limited (“ETL”) and its majority owned (50.54%) subsidiary Elephant Talk Middle East & Africa FZ-LLC.; •its wholly-owned subsidiary Pareteum North America, Corp; •Elephant Talk Europe Holding B.V.’s majority owned subsidiary (99,998%) ET de Mexico S.A.P.I. de C.V. and its majority owned subsidiary (99%) Asesores Profesionales ETAK S. de RL. de C.V.; and •PT Elephant Talk Indonesia is owned by Elephant Talk Europe Holding B.V. |
Foreign Currency Translation, [Policy Text block] | Foreign Currency Translation The functional currency is Euros for the Company’s wholly-owned subsidiary Elephant Talk Europe Holding B.V. and its subsidiaries. The financial statements of the Company were translated to USD using period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses, and capital accounts were translated at their historical exchange rates when the capital transaction occurred. In accordance with ASC 830, Foreign Currency Matters, net gains and losses resulting from translation of foreign currency financial statements are included in the statement of changes in stockholder’s equity as other comprehensive income (loss). Foreign currency transaction gains and losses are included in consolidated income/(loss), under the line item ‘Other income/(expense)’. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the accompanying consolidated financial statements conforms with accounting principles generally accepted in the U.S. and requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Significant estimates include the bad debt allowance, revenue recognition, impairment of long-lived assets, valuation of financial instruments, useful lives of long-lived assets and share-based compensation. Actual results may differ from these estimates under different assumptions or conditions. |
Cash and Cash Equivalents, [policyText Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company has full access to the whole balance of cash and cash equivalents on a daily basis without any delay. |
Restricted Cash [Policy Text Block] | Restricted Cash Restricted cash as of December 31, 2017 and 2016 was $ 199,776 564,018 500,000 |
Accounts Receivables, Net,Policy [Policy Text Block] | Accounts Receivables, Net The Company’s customer base consists of a geographically dispersed customer base. The Company maintains an allowance for potential credit losses on accounts receivable. The Company makes ongoing assumptions relating to the collectability of our accounts receivable. The accounts receivable amounts presented on our balance sheets include reserves for accounts that might not be collected. In determining the amount of these reserves, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and the Company assesses current economic trends that might impact the level of credit losses in the future. The Company’s reserves have generally been adequate to cover its actual credit losses. However, since the Company cannot reliably predict future changes in the financial stability of its customers, it cannot guarantee that its reserves will continue to be adequate. If actual credit losses are significantly greater than the reserves, the Company would increase its general and administrative expenses and increase its reported net losses. Conversely, if actual credit losses are significantly less than our reserve, this would eventually decrease the Company’s general and administrative expenses and decrease its reported net losses. Allowances are recorded primarily on a specific identification basis. See Note 2 of the Financial Statements for more information. |
Leasing Arrangements,Policy [Policy Text Block] | Leasing Arrangements At the inception of a lease covering equipment or real estate, the lease agreement is evaluated under the criteria of ASC 840, Leases. |
Revenue Recognition and Deferred Revenue, Policy [Policy Text Blockl] | Revenue Recognition and Net billings in excess of revenues Revenue primarily represents amounts earned for our mobile and security solutions. Our mobile and security solutions are hosted software where the customer does not take possession of the software and are therefore accounted for as subscriptions. We also offer customer support and professional services related to implementing and supporting our suite of applications. Revenues generally are recognized net of any taxes collected from customers and subsequently remitted to governmental authorities. Hosting subscriptions provide customers access to our software on a subscription basis, and support services (e.g. network operations and second line helpdesk) related to those arrangements. Hosting subscriptions for the use of our software generally include a usage-based license for which revenues are recognized commensurate with the customer utilization (for example, the number of mobile users on the network) commencing with the date our service is made available to customers and when all of the following conditions have been met: (i) there is persuasive evidence of an arrangement; (ii) delivery has occurred; (iii) the fee is fixed or determinable; and (iv) collectability of the fee is reasonably assured. Revenue is recorded as deferred revenue before all of the relevant criteria for revenue recognition are satisfied. The Company enters into arrangements that include various combinations of hosting subscriptions and services, where elements are delivered over different periods of time. Such arrangements are accounted for in accordance with ASC 605-25 “Revenue Recognition-Multiple Element Arrangements.” Revenue recognition for multiple-element arrangements requires judgment to determine if multiple elements exist, whether elements can be accounted for as separate units of accounting, and if so, the fair value for each of the elements. The elements in a multiple element arrangement are identified and are separated into separate units of accounting at the inception of the arrangement and revenue is recognized as each element is delivered. Delivered item or items are considered a separate unit of accounting when both of the following criteria are met: (i) the delivered item or items have value to the customer on a stand-alone basis, meaning the delivered item or items have value on a standalone basis if it sold separately by any vendor or the customer could resell the delivered item or items on a stand-alone basis, and (ii) if the arrangement includes a general right of return related to the delivered item, delivery or performance of the undelivered item or items are considered probably and substantially in the control of the Company. Total consideration of a multiple-element arrangement is allocated to the separate units of accounting at the inception of the arrangement based on the relative selling price method using the hierarchy prescribed in ASC 605-25. In accordance with that hierarchy if vendor specific objective evidence (VSOE) of fair value or, third-party evidence (TPE) does not exist for the element, then the best estimated selling price (BESP) is used. Since the Company does not have VSOE or TPE, the Company uses BESP to allocate consideration for all units of accounting in our hosting arrangements. In determining the BESP, the Company considers multiple factors which include, but are not limited to the following: (i) gross margin objectives and internal costs for services; (ii) pricing practices and market conditions; (iii) competitive landscape; and (iv) growth strategy. In the paragraphs below we explain the revenue recognition policy for each element. For the mobile solutions services the Company recognizes revenues from customers accessing our cloud-based application suite in two different service offerings, namely managed services and bundled services. For managed services, revenues are recognized for network administration services provided to end users on behalf of Mobile Network Operators (MNO) and virtual Mobile Network Operators (MVNO’s). Managed service revenues are recognized monthly based on an average number of end-users managed and calculated on a pre-determined service fee per user. For bundled services, the Company provides both network administration as well as mobile airtime management services. Revenues for bundled services are recognized monthly based on an average number of end-users managed and mobile air time, calculated based on a pre-determined service fee. Technical services that meet the criteria to be separated as a separate unit of accounting are recognized as the services are performed. Services that do not meet the criteria to be accounted for as a separate unit of accounting are deferred and recognized ratably over the estimated customer relationship. Our arrangements with customers do not provide the customer with the right to take possession of the software supporting the cloud-based application service at any time. Telecommunication revenues are recognized when delivery occurs based on a pre-determined rate and number of user minutes and calls that the Company has managed in a given month. Professional services and other revenue include fees from consultation services to support the business process mapping, configuration, data migration, integration and training. Amounts that have been invoiced are recorded in accounts receivable and in net billings in excess of revenues or revenue, depending on whether the revenue recognition criteria have been met. Revenue for professional and consulting services in connection with an implementation or implantation of a new customer that is deemed not to have stand-alone value is recognized over the estimated customer relationship commencing when the subscription service is made available to the customer. Revenue from other professional services that provide added value such as new features or enhancements to the platform that are deemed to have standalone value to the customer are recognized when the feature is activated. |
Cost of Revenues and Operating Expenses, Policy [Policy Text Block] | Cost of Revenues and Operating Expenses Cost of Revenues Cost of revenues includes origination, termination, network and billing charges from telecommunications operators, costs of telecommunications service providers, network costs, data center costs, facility cost of hosting network and equipment and cost in providing resale arrangements with long distance service providers, cost of leasing transmission facilities, international gateway switches for voice, data transmission services, and the cost of professional services of staff directly related to the generation of revenues, consisting primarily of employee-related costs associated with these services, including share-based expenses and the cost of subcontractors. Cost of revenues excludes depreciation and amortization. |
Segment Reporting, Policy [Policy Text Block] | Reporting Segments ASC 280, Segment Reporting (“ASC 280”), defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The business operates as one single segment and discrete financial information is based on the whole, not segregated; and is used by the chief decision maker accordingly. |
Financial Instruments, Policy [Policy Text Block] | Financial Instruments The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and customer deposits approximate their fair values based on their short-term nature. The recorded values of long-term debt approximate their fair values, as interest approximates market rates. The Company’s conversion feature, a derivative instrument, is recognized in the balance sheet at its fair values with changes in fair market value reported in earnings. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements In accordance with ASC 820, Fair Value Measurement (“ASC 820”), the Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows: Level 1 Level 2 Level 3 The degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined by the lowest level input that is significant to the fair value measurement. The Company has three asset groups that are valued at fair value categorized within Level 3: Derivative liabilities (recurring measurement), goodwill and intangibles (non-recurring measurements) for the impairment test. Below are discussions of the main assumptions used for the recurring measurements. Recurring Measurement - Warrant Derivative Liabilities and Conversion Feature Derivative (see also Note 14 and 15) Number of Outstanding Warrants and/or Convertible Notes The number of outstanding warrants and/or convertible notes is adjusted every re-measurement date after deducting the exercise or conversion of any outstanding warrants convertible notes during the previous reporting period. Stock Price at Valuation Date The closing stock price at re-measurement date being the last available closing price of the reporting period taken from www.nasdaq.com. Exercise Price The exercise price is fixed and determined under the terms of the financing facility it was issued. Remaining Term The remaining term is calculated by using the contractual expiration date of the 9% Unsecured Subordinated Promissory Note at the moment of re-measurement. Expected Volatility Management estimates expected cumulative volatility giving consideration to the expected life of the note and/or warrants and calculated the annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the maturity date of the note (reference period). The annual volatility is used to determine the (cumulative) volatility of the Company´s common stock (= annual volatility * square root (expected life)). Liquidity Event We estimate the expected liquidity event considering the average expectation of the timing of fundraises and the need for those funds offset against scheduled repayment dates and the costs and/or savings of the future steps in re-modelling the organization. Risk-Free Interest Rate Management estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the US Treasury Department with a term equal to the reported rate or derived by using both spread in intermediate term and rates, up to the expected maturity date of the derivative involved. Expected Dividend Yield Management estimates the expected dividend yield by giving consideration to the Company´s current dividend policies as well as those anticipated in the future considering the Company´s current plans and projections. Mandatory Conversion Condition The Monte Carlo model includes the likelihood of meeting the condition in which the Company will be able to call such mandatory conversion of outstanding convertible notes. Mandatory Exercise Condition The Monte Carlo model includes the likelihood of being able to force a mandatory exercise of the warrants prior to the maturity of the warrant agreement. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-based Compensation The Company follows the provisions of ASC 718, Compensation-Stock Compensation, (“ASC 718”). Under ASC 718, share-based awards are recorded at fair value as of the grant date and recognized as expense with an adjustment for forfeiture over the employee’s requisite service period (the vesting period, generally up to three years). The share-based compensation cost based on the grant date fair value is amortized over the period in which the related services are received. To determine the value of our stock options at grant date under our employee stock option plan, the Company uses the Black-Scholes option-pricing model. The use of this model requires the Company to make many subjective assumptions. The following addresses each of these assumptions and describes our methodology for determining each assumption: Expected Life The expected life represents the period that the stock option awards are expected to be outstanding. The Company uses the simplified method for estimating the expected life of the option, by taking the average between time to vesting and the contract life of the award. Expected Volatility The Company estimates expected cumulative volatility giving consideration to the expected life of the option of the respective award, and the calculated annual volatility by using the continuously compounded return calculated by using the share closing prices of an equal number of days prior to the grant-date (reference period). The annual volatility is used to determine the (cumulative) volatility of its common stock (= annual volatility x square root (expected life)). Forfeiture rate The Company is using the aggregate forfeiture rate. The aggregate forfeiture rate is the ratio of pre-vesting forfeitures over the awards granted (pre-vesting forfeitures/grants). The forfeiture discount (additional loss) is released into the profit and loss in the same period as the option vesting-date. The forfeiture rate is actualized every reporting period and due to the firm reorganization, the forfeiture rate has been set to zero to reflect the current expectation of the number of leavers. Risk-Free Interest Rate The Company estimates the risk-free interest rate using the “Daily Treasury Yield Curve Rates” from the U.S. Treasury Department with a term equal to the reported rate or derived by using both spread in intermediate term and rates, to the expected life of the award. Expected Dividend Yield The Company estimates the expected dividend yield by giving consideration to our current dividend policies as well as those anticipated in the future considering our current plans and projections. The Company does not currently calculate a discount for any post-vesting restrictions to which our awards may be subject. |
Income Tax, Policy [Policy Text Block] | Income Taxes Current tax is based on the income or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose and is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. Establishment of a valuation allowance is provided when it is more likely than not that deferred taxes will be realized. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and reimbursement arrangements among related entities, the process of identifying items of revenue and expenses that qualify for preferential tax treatment and segregation of foreign and domestic income and expense to avoid double taxation. The Company files federal income tax returns in the U.S., various U.S. state jurisdictions and various foreign jurisdictions. The Company’s income tax returns are open to examination by federal, state and foreign tax authorities, generally for 3 years but can be extended to 6 years under certain circumstances. In other jurisdictions the period for examinations depend on local legislation. The Company’s policy is to record estimated interest and penalties on unrecognized tax benefits as part of its income tax provision. |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income (Loss) Comprehensive income (loss) include all changes in equity during a period from non-owner sources. For the years ended December 31, 2017 and 2016, the Company’s comprehensive loss consisted of net losses and foreign currency translation adjustments. |
Business Combinations Policy [Policy Text Block] | Business Combinations The acquisition method of accounting for business combinations as per ASC 805, Business Combinations (“ASC 805”), requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date and to refine those estimates as necessary during the measurement period (defined as the period, not to exceed one year, in which the Company may adjust the provisional amounts recognized for a business combination). Under the acquisition method of accounting, the identifiable assets acquired, the liabilities assumed, and any non-controlling interests acquired in the acquisition are recognized as of the closing date for purposes of determining fair value. The Company measures goodwill as of the acquisition date as the excess of consideration transferred, over the net of the acquisition date fair value of the identifiable assets acquired and liabilities assumed. Costs that the Company incurs to complete the business combination such as investment banking, legal and other professional fees are not considered part of consideration and the Company charges them to general and administrative expense as they are incurred. During the measurement period, the Company adjusts the provisional amounts recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Measurement period adjustments are reflected retrospectively in all periods being presented in the financial statements. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill The Company records goodwill when the fair value of consideration transferred in a business combination exceeds the fair value of the identifiable assets acquired and liabilities assumed. Goodwill and other intangible assets that have indefinite useful lives are not amortized, but the Company tests them for impairment annually during its fourth fiscal quarter and whenever an event or change in circumstances indicates that the carrying value of the asset is impaired. The authoritative guidance for the goodwill impairment model includes a two-step process. First, it requires a comparison of the carrying value of the reporting unit to its fair value. If the fair value is determined to be less than the carrying value, a second step is performed. In the second step, the Company compares the implied fair value of goodwill to its carrying value in the reporting unit. The shortfall of the fair value below carrying value, if any, would represent the amount of goodwill impairment charge. We are using the criteria in ASU no. 2011-08 Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment, which permits the Company to make a qualitative assessment of whether it is more likely than not than not that a reporting unit’s fair value is less than the carrying amount before applying the two-step goodwill impairment test. If the Company concludes that it is not more likely than not that the fair value of a reporting unit is less that its carrying amount, it would not need to perform the two-step impairment test for that reporting unit. The Company tests goodwill for impairment in the fourth quarter of each fiscal year, or sooner should there be an indicator of impairment as per ASC 350, Intangibles Goodwill and Other. After the divestment of ValidSoft and renewed strategy the Company decided to impair the carrying value of goodwill related to ValidSoft. Following the restructuring and rationalization that commenced in the fourth quarter 2015 and continued during 2016 the Morodo and Telnicity related projects were cancelled and the related headcount phased out. As a result, the Company decided to fully impair the carrying value of goodwill related to Morodo and Telnicity. |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Long-lived Assets and Intangible Assets In accordance with ASC 350, Intangibles Goodwill and Other (“ASC 350”), intangible assets are carried at cost less accumulated amortization and impairment charges. Intangible assets are amortized on a straight-line basis over the expected useful lives of the assets, between three and ten years. Other indefinite life intangible assets are reviewed for impairment in accordance with ASC 350, on an annual basis, or whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Measurement of any impairment loss for long-lived assets and amortizing intangible assets that management expects to hold and use is tested for impairment when amounts may not be recoverable. Impairment is measured based on the amount of the carrying value that exceeds the fair value of the asset. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment, Internal Use Software and Third Party Software Property and equipment are initially recorded at cost. Additions and improvements are capitalized, while expenditures that do not enhance the assets or extend the useful life are charged to operating expenses as incurred. Included in property and equipment are certain costs related to the development of the Company’s internally developed software technology platform. The Company has adopted the provisions of ASC 350-40, Accounting for the Costs of Computer Software developed or obtained for internal use, and therefore the costs incurred in the preliminary stages of development are expensed as incurred. The Company capitalizes all costs related to software developed or obtained for internal use when management commits to funding the project; the preliminary project stage is completed and when technological feasibility is established. Software developed for internal use has generally been used to deliver hosted services to the Company’s customers. Technological feasibility is considered to have occurred upon completion of a detailed program design that has been confirmed by documenting the product specifications, or to the extent that a detailed program design is not pursued, upon completion of a working model that has been confirmed by testing to be consistent with the product design. Once a new functionality or improvement is released for operational use, the asset is moved from the property and equipment category “construction in progress” (“CIP”) to a property and equipment asset subject to depreciation in accordance with the principle described in the previous sentence. In addition, account management also records equipment acquired from third parties, until it is ready for use. Capitalization of costs ceases when the project is substantially complete and ready for its intended use. Depreciation is applied using the straight-line method over the estimated useful lives of the assets once the assets are placed in service. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. In 2017, the Company impaired $- 0 850,985 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” (“ASU 2016-13”) which requires measurement and recognition of expected versus incurred credit losses for financial assets held. ASU 2016-13 is effective for the Company’s annual and interim reporting periods beginning January 1, 2020, with early adoption permitted on January 1, 2019. The Company is currently evaluating the impact of this ASU on its consolidated financial statements; however, at the current time the Company does not know what impact the adoption will have on its consolidated financial statements, financial condition or results of operations. In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The update to the standard is effective for the Company’s annual and interim reporting periods beginning January 1, 2017, with early adoption permitted. The Company has adopted ASU 2016-09 and determined that the impact did not have a material effect on its consolidated financial statements, financial condition or results of operations. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” This update provides clarifying guidance regarding the application of ASU 2014-09 when another party, along with the reporting entity, is involved in providing a good or a service to a customer. In these circumstances, an entity is required to determine whether the nature of its promise is to provide that good or service to the customer (that is, the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (that is, the entity is an agent). In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing,” which clarifies the identification of performance obligations and the licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-11, “Revenue Recognition and Derivatives and Hedging: Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 Emerging Issues Task Force Meeting (“EITF”),” which rescinds SEC paragraphs pursuant to SEC staff announcements. These rescissions include changes to topics pertaining to accounting for shipping and handling fees and costs and accounting for consideration given by a vendor to a customer. In May 2016, the FASB also issued ASU No. 2016-12, “Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients,” which provides clarifying guidance in certain narrow areas and adds some practical expedients. The effective dates for these ASU’s are the same as the effective date for ASU No. 2014-09, for the Company’s annual and interim periods beginning January 1, 2018. The Company will continue to evaluate the effect of adopting this update and expect to complete our assessment within 45 days. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Management is currently assessing the impact of this pronouncement on the Company’s financial statements. In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, “Financial Instruments Overall (Subtopic 825-10).” ASU 2016-01 enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information by addressing certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments simplify certain requirements and also reduce diversity in current practice for other requirements. ASU 2016-01 is effective for public companies’ fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Except for the early application guidance specifically allowed in ASU 2016-01, early adoption is not permitted. The Company has determined that there is no material effect as a result of the adoption of ASU 2016-01 on our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date This update requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required for customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. We continue to evaluate the effect of adopting this update and expect to complete our assessment within 45 days We have completed our assessment of the impact under the new revenue standard on our consolidated financial statements. Based on our assessment, we have concluded that our financial statements will not be materially impacted upon adoption. In January 2015, the FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (“ASU 2015-01”). ASU 2015-01 eliminates the concept of extraordinary items from GAAP but retains the presentation and disclosure guidance for items that are unusual in nature or occur infrequently and expands the guidance to include items that are both unusual in nature and infrequently occurring. ASU 2015-01 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. A reporting entity may apply ASU 2015-01 prospectively. A reporting entity may also apply ASU 2015-01 retrospectively to all periods presented in the financial statements. We believe the adoption of ASU 2015-01 will not have a material effect on our consolidated financial statements. In November 2016, the FASB issued Accounting Standards Update 2016-18, “Statement of Cash Flows - Restricted Cash a consensus of the FASB Emerging Issues Task Force.” This standard requires restricted cash and cash equivalents to be included with cash and cash equivalents on the statement of cash flows under the retrospective transition approach. The guidance will become effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption is permitted and the Company has adopted ASU 2016-18. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment at December 31, 2017 and December 31, 2016 consisted of: Average December December Furniture and fixtures 5 $ 139,857 $ 155,197 Computer, communication and network equipment 3 - 10 17,020,421 19,079,117 Software 5 2,899,794 3,209,318 Automobiles 5 10,744 11,897 Software development 1 398,654 786,897 Total property and equipment 20,469,470 23,242,426 Less: accumulated depreciation and amortization (15,755,760) (14,533,648) Total property and equipment, net $ 4,713,710 $ 8,708,778 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | As of December 31, 2017 and December 31, 2016, the accrued expenses were comprised of the following: December 31, December 31, Accrued selling, general and administrative expenses $ 3,463,800 $ 4,955,959 Accrued cost of service 413,942 394,496 Accrued taxes (including VAT) 877,366 127,434 Accrued interest payable 96,801 132,632 Other accrued expenses 398,221 403,099 Total accrued expenses $ 5,250,130 $ 6,013,620 |
Unsecured Convertible Promiss37
Unsecured Convertible Promissory Notes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Debt [Table Text Block] | The Unsecured Convertible Promissory Notes can be split into two groups, the breakdown is as follows and we recognized the following events during the year. Breakdown of the Unsecured Convertible Outstanding Long Term Regular Conversions Outstanding 9% Unsecured Convertible Note (Private Offering Q4-2015 Q1-2016) $ (37,976) $ 66,000 $ (65,161) $ 281,914 $ (320,729) 9% Unsecured Convertible Note (Saffelberg) (579,872) - (79,553) - (500,319) Total Long Term (617,848) 66,000 (144,714) 281,914 (821,048) 9% Unsecured Convertible Note (Private Offering Q4-2015 Q1-2016) (66,000) (66,000) Total Short Term (66,000) (66,000) - - - Total Unsecured Convertible Promissory Notes $ (683,848) $ - $ (144,714) $ 281,914 $ (821,048) |
Unsecured Convertible Promissory Notes [Member] | |
Convertible Debt [Table Text Block] | Breakdown of the 9% Unsecured Subordinated Convertible Promissory Note (Maturing December 2018 through March 21, 2019) December Regular Conversions Outstanding Convertible Note Principal Amount Principal Amount (Long Term) $ (165,000) $ - $ 560,000 $ (725,000) 10% Early Repayment (Short Term) (16,500) - 83,000 (99,500) Debt Discounts & Financing Costs Investor Warrants 32,972 (25,720) (180,618) 239,310 Conversion Feature value 9,561 (8,771) (55,584) 73,916 7% Agent Warrants 4,169 (3,995) (24,646) 32,810 Financing Costs 30,822 (26,675) (100,238) 157,735 $ (103,976) $ (65,161) $ 281,914 $ (320,729) |
9% Saffelberg Note [Member] | |
Convertible Debt [Table Text Block] | Breakdown of the 9% Saffelberg Note (Unsecured Convertible) (Maturing August 18, 2019) December 31, Regular Conversions Outstanding Convertible Note Principal Amount Principal Amount (Long Term) $ (723,900) $ - $ - $ (723,900) Debt Discounts & Financing Costs Investor Warrants 104,055 (56,178) - 160,233 Conversion Feature value 39,973 (23,375) - 63,348 $ (579,872) $ (79,553) $ - $ (500,319) |
Warrant and Conversion Featur38
Warrant and Conversion Feature Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrant And Conversion Feature Liabilities [Abstract] | |
Summary of Warrants and Debt Conversion Feature [Table Text Block] | Number of underlying Outstanding (Additional) Agreement Exercises / Outstanding 9% Convertible Note - Investors - - 30,897 (243,564) 212,667 9% Convertible Note - Other Investor 859,943 725,264 - - 134,679 Outstanding Liability Conversion Features 859,943 725,264 30,897 (243,564) 347,346 13%+Eurodollar Senior Secured - - (1,273,018) - 1,273,018 9% Convertible Note Warrants - - (520,374) - 520,374 Other 9% Convertible Note Warrants 96,520 - - - 96,520 9% Convertible Note 7% Agent Warrants - - (66,229) - 66,229 Preferred Share issuance 8% Agent Warrants - - (68,445) - 68,445 Outstanding Liability Warrants 96,520 - (1,928,066) - 2,024,586 Total 956,463 725,264 (1,897,169) (243,564) 2,371,932 |
Schedule of Warrant And Conversion Feature Liabilities [Table Text Block] | Fair Market Value FMV as Additional Agreement Mark to FMV as 9% Convertible Note - Other Investor $ 1,426,903 $ - $ - $ 988,455 $ 438,448 FMV Conversion Feature Liability $ 1,426,903 $ - $ - $ 988,455 $ 438,448 13%+Eurodollar Senior Secured $ - $ - $ (1,610,060) $ (1,752,224) $ 3,362,284 Other 9% Convertible Note Warrants $ 170,744 $ - $ - $ (17,470) $ 188,214 9% Convertible Note 7% Agent Warrants $ - $ - $ (121,200) $ - $ 121,200 Preferred Share issuance 8% Agent Warrants $ - $ - $ (142,232) $ (13,452) $ 155,684 FMV Warrant Liabilities $ 170,744 $ - $ (1,873,492) $ (1,783,146) $ 3,827,382 Total $ 1,597,647 $ - $ (1,873,492) $ (794,691) $ 4,265,830 |
2016 13%+Eurodollar Senior Se39
2016 13%+Eurodollar Senior Secured Credit Agreement fka the 2014 10%+Eurodollar Third Party Loan Agreement (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
2014 Term Loan Agreement [Member] | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | The following table shows the composition of the 13% + Eurodollar Senior Secured Credit Agreement reflected in the Consolidated Balance Sheets: 2016 13% + Eurodollar Senior Secured Credit Agreement (Refinancing of 2014 10% + Eurodollar Loan)(Maturing December 2018, December 31, 2016 13% + Eurodollar Senior Secured Credit Agreement (principal) $ 10,081,836 Debt Discount - 10% Warrants & Free Warrant shares (422,202) Debt Discount - Original Issue Discount (6,596) Deferred Financing Costs (164,731) Debt Discount - Repayment Premium (1,772,645) $ 7,715,662 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following tables summarize fair value measurements by level at December 31, 2017 for financial assets and liabilities measured at fair value on a recurring basis: December 31, 2017 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 1,426,903 $ 1,426,903 Warrant Liabilities - - 170,744 170,744 Total Derivatives Liabilities $ - $ - $ 1,597,647 $ 1,597,647 The following table summarizes fair value measurements by level at December 31, 2016 for financial assets and liabilities measured at fair value on a recurring basis: December 31, 2016 Level 1 Level 2 Level 3 Total Derivative Liabilities Conversion feature $ - $ - $ 438,448 $ 438,448 Warrant Liabilities - - 3,827,381 3,827,381 Total Derivatives Liabilities $ - $ - $ 4,265,829 $ 4,265,829 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Discription Of Detail Information About Warrants [Table Text Block] | Warrants: Number of Warrants Outstanding as of December 31, 2016 2,204,586 Issued 25,696,801 Exercised (7,362,786) Expirations (2,402,769) Outstanding as of December 31, 2017 18,135,832 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Outstanding Warrants Exercise/ Expiring December December Equity Warrants Fundraising $0.64 - $5.375 2018 - 2023 18,039,312 700,308 Liability Warrants Fundraising $0.8418 2019 96,520 1,504,278 18,135,832 2,204,586 |
Basic and diluted net loss pe42
Basic and diluted net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The diluted share base for fiscal 2017 and 2016 excludes incremental shares related to convertible debt, warrants to purchase Common Stock and employee stock options as follows: Dilutive Securities 2017 2016 Convertible Notes 920,972 212,667 Warrants 18,135,832 2,204,651 Time Conditioned Share Awards 1,518,055 - Employee Stock Options 3,028,184 1,040,211 23,643,043 3,457,529 |
Employee Benefit Plan (Tables)
Employee Benefit Plan (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Reconciliation Of Registered And Available Shares And Or Options [Table Text Block] | Reconciliation of registered and available shares and/or options as of December 31, 2017: Full Year Total Registered 2008 - 200,000 Registered 2011 - 720,000 Approved increase 2013 - 920,000 Approved increase 2014 - 400,000 Total Registered under this plan 2,240,000 Shares (issued to): Consultants 280,436 326,140 Directors, Officers and staff 179,559 651,000 Options exercised - 95,284 Options (movements): Issued and Outstanding 1,128,384 Available for grant at December 31, 2017: 39,192 Reconciliation of registered and available shares and/or options as of December 31, 2017: Total Approved by the Shareholders 6,500,000 Registered 2017 (S-8 dated June 14, 2017) - 3,500,000 Movement Shares (issued to): 2017 Consultants 120,151 120,151 Directors, Officers and staff 1,431,944 1,431,944 Options exercised - - Available for issuance at December 31, 2017 (under the S-8 registration statement) 1,552,095 Outstanding rights (movements): Options 1,899,800 1,899,800 Time Conditioned Share Awards 1,518,056 1,518,056 Available for grant at December 31, 2017: (approved by shareholders) 1,530,049 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Common Stock options consisted of the following as of the years ended December 31, 2017 and 2016: Options: Number of Weighted Initial Fair Outstanding as of December 31, 2015 1,434,563 $ 28.75 $ 21,213,727 Granted in 2016 498,218 3.75 1,368,955 Exercised (with delivery of shares) - - - Forfeitures (Pre-vesting) (240,107) 16.75 (2,751,204) Expirations (Post-vesting) (652,463) 38.50 (10,994,838) Exchanged for Cashless exercise - - - Outstanding as of December 31, 2016 1,040,211 13.35 8,836,640 Granted in 2017 213,700 2.10 293,720 Exercised (with delivery of shares) - - - Forfeitures (Pre-vesting) 15,024 3.72 (55,232) Expirations (Post-vesting) (140,551) 27.65 (2,220,933) Exchanged for Cashless exercise - - - Outstanding as of December 31, 2017 1,128,384 $ 9.40 $ 6,854,195 Common Stock options consisted of the following as of the years ended December 31, 2017: Options: Number of Weighted Initial Fair Outstanding as of December 31, 2016 - $ - $ - Granted in 2017 1,971,800 1.00 1,090,289 Exercised (with delivery of shares) - - - Forfeitures (Pre-vesting) (72,000) 1.00 39,681 Expirations (Post-vesting) - - - Exchanged for Cashless exercise - - - Outstanding as of December 31, 2017 1,899,800 $ 1.00 $ 1,129,970 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Following is a summary of the status and assumptions used of options outstanding as of the years ended December 31, 2017, and 2016: Twelve month period ending: December 2017 December 2016 Grants During the year 213,700 498,218 Weighted Average Annual Volatility 90 % 85 % Weighted Average Cumulative Volatility 182 % 214 % Weighted Average Contractual Life of grants (Years) 6.00 7.04 Weighted Average Expected Life of grants (Years) 4.18 6.49 Weighted Average Risk Free Interest Rate 1.9056 % 2.3105 % Dividend yield 0.0000 % 0.0000 % Weighted Average Fair Value at Grant-date $ 1.374 $ 2.75 Options Outstanding Total Options Outstanding 1,128,384 1,040,211 Weighted Average Remaining Contractual Life (Years) 4.14 4.47 Weighted Average Remaining Expected Life (Years) 3.10 4.92 Weighted Average Exercise Price $ 12.22 $ 13.35 Aggregate Intrinsic Value (all options) $ - $ - Aggregate Intrinsic Value (only in-the-money options) $ 64,875 $ 174,000 Options Exercisable Total Options Exercisable 745,989 643,153 Weighted Average Exercise Price $ 12.24 $ 17.86 Weighted Average Remaining Contractual Life (Years) 3.67 3.76 Aggregate Intrinsic Value (all options) $ - $ - Aggregate Intrinsic Value (only in-the-money options) $ 20,438 $ 43,500 Unvested Options Total Unvested Options 382,395 397,058 Weighted Average Exercise Price $ 3.87 $ 6.04 Forfeiture rate used for this period ending (staff only) 0.000 % 0.000 % Options expected to vest Number of options expected to vest corrected by forfeiture 382,395 397,058 Unrecognized stock-based compensation expense $ 1,436,511 $ 1,802,691 Weighting Average remaining contract life (Years) 5.43 6.33 Exercises Total shares delivered/issued 0 0 Weighted Average Exercise Price $ - $ - Intrinsic Value of Options Exercised $ - $ - Following is a summary of the status and assumptions used for the options outstanding under the 2017 Plan as of the year ended December 31, 2017: Twelve months December Grants During the year 1,971,800 Weighted Average Annual Volatility 93 % Weighted Average Cumulative Volatility 156 % Weighted Average Contractual Life of grants (Years) 3.99 Weighted Average Expected Life of grants (Years) 2.84 Weighted Average Risk Free Interest Rate 1.4906 % Dividend yield 0.0000 % Weighted Average Fair Value at Grant-date $ 0.553 Options Outstanding Total Options Outstanding 1,899,800 Weighted Average Remaining Contractual Life (Years) 3.51 Weighted Average Remaining Expected Life (Years) 2.35 Weighted Average Exercise Price $ 1.00 Aggregate Intrinsic Value (all options) $ 2,032,786 Aggregate Intrinsic Value (only in-the-money options) $ 2,032,786 Options Exercisable Total Options Exercisable 0 Weighted Average Exercise Price - Weighted Average Remaining Contractual Life (Years) - Aggregate Intrinsic Value (all options) $ - Aggregate Intrinsic Value (only in-the-money options) $ - Unvested Options Total Unvested Options 1,899,800 Weighted Average Exercise Price $ 1.00 Forfeiture rate used for this period ending 3.651 % Options expected to vest Number of options expected to vest corrected by forfeiture 1,830,429 Unrecognized stock-based compensation expense $ 866,889 Weighting Average remaining contract life (Years) 3.38 Exercises Total shares delivered/issued - Weighted Average Exercise Price - Intrinsic Value of Options Exercised $ - |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | Share-based Compensation Expense Twelve Twelve months ended months ended Stock-Based Compensation Expense December 31, December 31, Consultancy services $ 674,553 $ 243,069 Directors and Officers (shares and options) 3,070,520 2,275,068 Employees (shares and options) 543,960 1,379,300 Total $ 4,289,033 $ 3,897,437 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | For financial statement purposes, loss before the income tax provision is divided amongst the following; 2017 2016 Domestic $ (11,993,500) $ (34,186,424) Foreign (362,274) 2,780,006 Total loss before income tax provision $ (12,355,774) $ (31,406,418) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income tax (benefit)/expense for each year is summarized as follows: December 31, December 31, Current: Federal $ - $ - State - - Foreign 107,205 38,286 107,205 38,286 Deferred: Federal - - State - - Foreign - - Income tax (benefit)/ expense $ 107,205 $ 38,286 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation of the provision for income taxes at the US federal statutory rate (34%) to the foreign income tax rate for the years ended: December 31, December 31, Tax expense (credit) at statutory rate federal 34 % 34 % State tax expense net of federal tax - - Foreign income tax rate difference (3) % (3) % Change in valuation allowance (32) % (32) % Other 0 % 0 % Income tax (benefit)/ expense (1) % (1) % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities at December 31, are as follows: 2017 2016 Deferred tax assets: Net Operating Losses $ 35,524,956 $ 47,284,369 Total gross deferred tax assets 35,524,956 47,284,369 Less: valuation allowance (35,524,956) (47,284,369) Net deferred tax assets $ - $ - |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule Of Revenue And Total Assets By Geographic Location [Table Text Block] | Year ended December 31, 2017 Europe Other foreign Total Revenues from unaffiliated customers $ 12,428,942 $ 1,118,565 $ 13,547,507 Identifiable assets $ 7,214,217 $ 18,111,816 $ 25,326,033 Year ended December 31, 2016 Europe Other foreign Total Revenues from unaffiliated customers $ 11,953,015 $ 902,796 $ 12,855,811 Identifiable assets $ 9,766,602 $ 3,278,687 $ 13,045,289 |
Business and Summary of Signi46
Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) | Dec. 05, 2017 | Nov. 09, 2017 | Oct. 10, 2017 | Mar. 10, 2017 | Mar. 07, 2017 | Mar. 06, 2016 | Nov. 27, 2017 | Sep. 28, 2017 | Aug. 16, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 07, 2017 | Aug. 18, 2016 | Dec. 31, 2015 |
Restricted Cash and Cash Equivalents, Current | $ 199,776 | $ 564,018 | ||||||||||||
Net Income (Loss) Attributable to Parent, Total | (12,462,979) | (31,444,704) | ||||||||||||
Retained Earnings (Accumulated Deficit), Total | (299,543,213) | $ (287,080,234) | ||||||||||||
Impairment of Ongoing Project | $ 850,985 | |||||||||||||
Preferred Stock, Shares Issued | 0 | 249 | ||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | ||||||||||||
Convertible Preferred Stock, Settlement Terms | each of which shares is an equivalent of 1,000 shares of Common Stock | |||||||||||||
Escrow Deposit | $ 500,000 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 2,333,334 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||
Shares Issued, Price Per Share | $ 1.50 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,362,786 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.30 | |||||||||||||
Share Price | $ 0.92 | |||||||||||||
Warrants And Debt Conversion Feature, Units Outstanding | 956,463 | 2,371,932 | ||||||||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||||||||||
Preferred Stock, Shares Outstanding | 0 | 249 | ||||||||||||
Preferred Stock, Value, Issued | $ 0 | $ 2,143,196 | ||||||||||||
Preferred Stock Conversion Price | $ 1.305 | $ 1.305 | ||||||||||||
Discount To Public Offering Price Percentage | 13.00% | |||||||||||||
Conversion of Stock, Amount Converted | 6,181,110 | 0 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 7,478,228 | |||||||||||||
Proceeds from Issuance or Sale of Equity | $ 12,000,000 | |||||||||||||
Assets Held-in-trust, Current | 0 | |||||||||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 13,737,675 | 1,495,207 | $ 933,268 | |||||||||||
Purchase Agreement [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 7,151,146 | |||||||||||||
Shares Issued, Price Per Share | $ 0.92 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,151,146 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.09 | |||||||||||||
Proceeds from Issuance of Common Stock | $ 6,579,054.32 | |||||||||||||
Preferred Stock [Member] | ||||||||||||||
Net Income (Loss) Attributable to Parent, Total | $ 0 | $ 0 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 4,034 | 249 | ||||||||||||
Conversion of Stock, Amount Converted | $ 580,000 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Net Income (Loss) Attributable to Parent, Total | $ 0 | $ 0 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 9,009,478 | 0 | 0 | |||||||||||
Conversion of Stock, Shares Issued | 338,419 | |||||||||||||
Officer And Director [Member] | ||||||||||||||
Preferred Stock, Shares Outstanding | 249 | |||||||||||||
Underwriting Agreement [Member] | ||||||||||||||
Shares Issued, Price Per Share | $ 1.50 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,166,667 | |||||||||||||
Common Stock Purchase Price Per Share | $ 1.3949 | |||||||||||||
Proceeds from Issuance of Common Stock | $ 3,500,000 | |||||||||||||
Convertible Note Warrants Other, 9 [Member] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||||||
Debt Instrument, Maturity Date | Aug. 18, 2019 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 859,943 | |||||||||||||
Debt Instrument, Face Amount | $ 723,900 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.8418 | |||||||||||||
Convertible Note Warrants Other, 9 [Member] | Underlying Warrants [Member] | ||||||||||||||
Warrants And Debt Conversion Feature, Units Outstanding | 96,520 | |||||||||||||
Unsecured Convertible Promissory Notes [Member] | ||||||||||||||
Debt Instrument, Initial Cash Payment To Be Paid | $ 75,000 | |||||||||||||
Debt Instrument, Monthly Cash Payment Including Interest To Be Paid | $ 20,000 | |||||||||||||
Option Warrants [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 109,133 | |||||||||||||
Option Warrants [Member] | Underwriting Agreement [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 175,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 350,000 | |||||||||||||
Over-Allotment Option [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 956,489 | |||||||||||||
Public Offering [Member] | ||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 10,723,899 | |||||||||||||
Elephant Talk Middle East & Africa (Holding) W.L.L. [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.00% | |||||||||||||
Elephant Talk Middle East & Africa (Holding) Jordan L.L.C. [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | |||||||||||||
Elephant Talk Middle East & Africa FZ-LLC [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 50.54% | |||||||||||||
Asesores Profesionales ETAK S De RL De CV [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 99.00% | |||||||||||||
Elephant Talk Telecomunicacao Do Brasil LTDA [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 10.00% | |||||||||||||
Elephant Talk Group International B.V [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 100.00% | |||||||||||||
Elephant Talk Europe Holding BV [Member] | Elephant Talk Telecomunicacao Do Brasil LTDA [Member] | ||||||||||||||
Noncontrolling Interest, Ownership Percentage by Parent | 90.00% | |||||||||||||
Placement Agent [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,495,000 | |||||||||||||
Shares Issued, Price Per Share | $ 1.05 | |||||||||||||
Convertible Preferred Stock [Member] | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 1.87 | $ 1.87 | ||||||||||||
Preferred Stock, Shares Outstanding | 191 | |||||||||||||
Preferred Stock, Value, Issued | $ 1,910,000 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Convertible Preferred Stock, Settlement Terms | each of which shares is an equivalent of 1,000 shares of common stock | |||||||||||||
Stock Issued During Period, Shares, New Issues | 4,034 | |||||||||||||
Conversion of Stock, Amount Converted | $ 3,719,560 | |||||||||||||
Conversion of Stock, Shares Issued | 4,034,000 |
Allowance for Doubtful Accoun47
Allowance for Doubtful Accounts (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for Doubtful Accounts Receivable | $ 90,173 | $ 88,528 |
Prepaid Expenses and Other Cu48
Prepaid Expenses and Other Current Assets (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Prepaid Expense and Other Assets, Current | $ 900,369 | $ 1,084,994 |
Prepaid Taxes | $ 324,092 | $ 592,445 |
Other Assets (Details Textual)
Other Assets (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Other Assets, Noncurrent | $ 91,267 | $ 129,037 |
Note Receivable (Details Textua
Note Receivable (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Proceeds from Divestiture of Businesses and Interests in Affiliates | $ 2,000,000 | ||
Notes Receivable, Equity Instruments Settlement | $ 375,594 | ||
Proceeds from Collection of Loans Receivable | 51,525 | ||
Notes, Loans and Financing Receivable, Net, Noncurrent | 594,520 | $ 1,012,603 | |
ValidSoft Ltd [Member] | |||
Disposal Group, Including Discontinued Operation, Consideration | 3,000,000 | ||
Disposal Group Including Discontinued Operation Consideration Promissory Note | $ 1,000,000 | ||
Cash | 1,000,000 | ||
Interest Receivable | $ 21,639 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment, Gross | $ 20,469,470 | $ 23,242,426 |
Less: accumulated depreciation and amortization | (15,755,760) | (14,533,648) |
Total property and equipment, net | $ 4,713,710 | 8,708,778 |
Automobiles [Member] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Automobiles [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 10,744 | 11,897 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Furniture and Fixtures [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 139,857 | 155,197 |
Technology Equipment [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 17,020,421 | 19,079,117 |
Technology Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Technology Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Software and Software Development Costs [Member] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Software and Software Development Costs [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 2,899,794 | 3,209,318 |
Software Development [Member] | ||
Property, Plant and Equipment, Useful Life | 1 year | |
Software Development [Member] | Including Assets Held For Sale [Member] | ||
Property, Plant and Equipment, Gross | $ 398,654 | $ 786,897 |
Property and Equipment (Detai52
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Capitalized Computer Software, Additions | $ 696,401 | $ 990,076 |
Property, Plant and Equipment, Transfers and Changes | 214,770 | |
Property Plant And Equipment Other Transfers And Projects Cancelled | $ 850,985 | |
Software Development [Member] | ||
Amortization | $ 896,039 |
Long Term Investments (Details
Long Term Investments (Details Textual) | 1 Months Ended | ||||
Oct. 16, 2017shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2017£ / shares | Nov. 09, 2017$ / shares | Dec. 31, 2016USD ($) | |
Share Price | $ / shares | $ 0.92 | ||||
Long-term Investments | $ | $ 3,230,208 | $ 0 | |||
Artilium Plc [Member] | |||||
Share Price | (per share) | $ 2.07 | £ 0.12 | |||
Equity Method Investment, Ownership Percentage | 7.00% | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 8.00% | ||||
Conversion of Stock, Shares Issued | 27,695,177 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 3,200,332 |
Net Billings in Excess of Rev54
Net Billings in Excess of Revenues (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Billings in Excess of Cost, Current | $ 242,986 | $ 951,791 |
Billings in Excess of Cost, Noncurrent | 0 | 121,309 |
Billings in Excess of Cost | $ 242,986 | $ 1,073,100 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued selling, general and administrative expenses | $ 3,463,800 | $ 4,955,959 |
Accrued cost of service | 413,942 | 394,496 |
Accrued taxes (including VAT) | 877,366 | 127,434 |
Accrued interest payable | 96,801 | 132,632 |
Other accrued expenses | 398,221 | 403,099 |
Total accrued expenses | $ 5,250,130 | $ 6,013,620 |
Accrued Expenses (Details Textu
Accrued Expenses (Details Textual) | Dec. 31, 2017USD ($) |
Accrued Income Taxes, Current | $ 877,366 |
Unsecured Convertible Promiss57
Unsecured Convertible Promissory Notes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | $ (144,714) | |
Convertible Note Principal Amount, accelerated amortization | 281,914 | |
Long Term to Short Term re-allocation | 0 | |
Debt Discounts & Financing Costs | (683,848) | $ (821,048) |
Amortization of debt discount and deferred financing costs | 163,835 | (541,899) |
Total Long Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | (144,714) | |
Convertible Note Principal Amount, accelerated amortization | 281,914 | |
Long Term to Short Term re-allocation | 66,000 | |
Debt Discounts & Financing Costs | (617,848) | (821,048) |
Total Short Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 0 | |
Long Term to Short Term re-allocation | (66,000) | |
Debt Discounts & Financing Costs | (66,000) | 0 |
Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (165,000) | (725,000) |
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 560,000 | |
Convertible Debt [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (16,500) | (99,500) |
Convertible Note Principal Amount, Total Amortizations | 0 | |
Convertible Note Principal Amount, accelerated amortization | 83,000 | |
9% Unsecured Convertible Note[Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | (65,161) | |
Debt Discounts & Financing Costs | (103,976) | (320,729) |
Debt Discounts & Financing Costs, accelerated amortization | 281,914 | |
9% Unsecured Convertible Note[Member] | Total Long Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | (65,161) | |
Convertible Note Principal Amount, accelerated amortization | 281,914 | |
Long Term to Short Term re-allocation | 66,000 | |
Debt Discounts & Financing Costs | (37,976) | (320,729) |
9% Unsecured Convertible Note[Member] | Total Short Term [Member] | ||
Short-term Debt [Line Items] | ||
Long Term to Short Term re-allocation | (66,000) | |
Debt Discounts & Financing Costs | (66,000) | |
9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | 0 | |
Debt Discounts & Financing Costs | (579,872) | |
Amortization of debt discount and deferred financing costs | (79,553) | |
Debt Discounts & Financing Costs, accelerated amortization | 0 | |
Net Liability | (500,319) | |
9% Saffelberg Note [Member] | Total Long Term [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount, Total Amortizations | (79,553) | |
Convertible Note Principal Amount, accelerated amortization | 0 | |
Long Term to Short Term re-allocation | 0 | |
Debt Discounts & Financing Costs | (579,872) | (500,319) |
9% Saffelberg Note [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Convertible Note Principal Amount | (723,900) | |
Convertible Note Principal Amount, accelerated amortization | 0 | |
Convertible Note Principal Amount, Net Liability | (723,900) | |
Investor Warrants [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 32,972 | 239,310 |
Amortization of debt discount and deferred financing costs | (25,720) | |
Debt Discounts & Financing Costs, accelerated amortization | (180,618) | |
Investor Warrants [Member] | 9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs, accelerated amortization | 0 | |
Debt Discounts & Financing Costs, Net Liability | 160,233 | |
Investor Warrants [Member] | 9% Saffelberg Note [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 104,055 | |
Amortization of debt discount and deferred financing costs | (56,178) | |
7% Agent Warrants(@$0.30) [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 4,169 | 32,810 |
Amortization of debt discount and deferred financing costs | (3,995) | |
Debt Discounts & Financing Costs, accelerated amortization | (24,646) | |
Conversion Feature value [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 9,561 | 73,916 |
Amortization of debt discount and deferred financing costs | (8,771) | |
Debt Discounts & Financing Costs, accelerated amortization | (55,584) | |
Conversion Feature value [Member] | 9% Saffelberg Note [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs, accelerated amortization | 0 | |
Debt Discounts & Financing Costs, Net Liability | 63,348 | |
Conversion Feature value [Member] | 9% Saffelberg Note [Member] | Short-term Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 39,973 | |
Amortization of debt discount and deferred financing costs | (23,375) | |
Financing Costs [Member] | Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Debt Discounts & Financing Costs | 30,822 | $ 157,735 |
Amortization of debt discount and deferred financing costs | (26,675) | |
Debt Discounts & Financing Costs, accelerated amortization | $ (100,238) |
Unsecured Convertible Promiss58
Unsecured Convertible Promissory Notes (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 18, 2015 | |
Short-term Debt [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,362,786 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.30 | |||
Proceeds from Issuance of Debt | $ 3,039,932 | |||
Class of Warrants or Rights, Modified Exercise Price | $ 3.75 | |||
Class of Warrants or Rights Modifications, Percentage of Additional Bonus Warrants Issued | 10.00% | |||
Gross Proceeds From Issuance Of Debt | 3,458,000 | |||
Private Placement [Member] | ||||
Short-term Debt [Line Items] | ||||
Private Placement Offering Units Authorized | $ 4,200,000 | |||
Private Placement Offering Units Authorized Units | 140 | |||
Percentage of Cash Fee of Gross Proceeds In private Placement Offering | 7.00% | |||
Percentage of Non Accountable Expense Of Gross Proceeds In private Placement Offering | 1.00% | |||
Percentage of Shares of Warrant To Purchase Stock1 | 7.00% | |||
Offering Exercise Price Per Share1 | $ 7.50 | |||
Percentage of Shares of Warrant To Purchase Stock 2 | 7.00% | |||
Offering Exercise Price Per Share 2 | $ 11.25 | |||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||
Debt Instrument, Face Amount | $ 30,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,000 | |||
Debt Instrument, Convertible, Conversion Price | $ 7.50 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.25 | |||
Debt Instrument, Unamortized Discount | 2,395,290 | |||
Deferred Finance Costs, Net | $ 467,568 | |||
Private Placement [Member] | Placement Agent One [Member] | ||||
Short-term Debt [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11.25 | |||
Warrants Issued | 33,115 | |||
Private Placement [Member] | Placement Agent Two [Member] | ||||
Short-term Debt [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7.50 | |||
Warrants Issued | 33,115 | |||
Note Warrant [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Face Amount | $ 3,548,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 473,067 |
Warrant and Conversion Featur59
Warrant and Conversion Feature Liabilities (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)shares | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 2,371,932 |
Additional Closings During 2017 (in shares) | 725,264 |
Agreement Amendments (in shares) | (1,897,169) |
Exercises / Conversions (in shares) | (243,564) |
Outstanding Balance at December 31, 2017 (in shares) | 956,463 |
FMV as of December 31, 2016 | $ | $ 4,265,830 |
Additional Closings During 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | (1,873,492) |
Mark To Market Adjustment Ytd-2017 | $ | (794,691) |
FMV as of December 31, 2017 | $ | 1,597,647 |
FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2016 | $ | 3,827,382 |
Additional Closings During 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | (1,873,492) |
Mark To Market Adjustment Ytd-2017 | $ | (1,783,146) |
FMV as of December 31, 2017 | $ | 170,744 |
13%+Eurodollar Senior Secured [Member] | FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2016 | $ | 3,362,284 |
Additional Closings During 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | (1,610,060) |
Mark To Market Adjustment Ytd-2017 | $ | (1,752,224) |
FMV as of December 31, 2017 | $ | 0 |
Other 9% Convertible Note Warrants [Member] | FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2016 | $ | 188,214 |
Additional Closings During 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | 0 |
Mark To Market Adjustment Ytd-2017 | $ | (17,470) |
FMV as of December 31, 2017 | $ | 170,744 |
9% Convertible Note 7% Agent Warrants [Member] | FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2016 | $ | 121,200 |
Additional Closings During 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | (121,200) |
Mark To Market Adjustment Ytd-2017 | $ | 0 |
FMV as of December 31, 2017 | $ | 0 |
Preferred Share issuance 8% Agent Warrants [Member] | FMV Warrant Liabilities [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2016 | $ | 155,684 |
Additional Closings During 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | (142,232) |
Mark To Market Adjustment Ytd-2017 | $ | (13,452) |
FMV as of December 31, 2017 | $ | 0 |
FMV Conversion Feature [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2016 | $ | 438,448 |
Additional Closings During 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | 0 |
Mark To Market Adjustment Ytd-2017 | $ | 988,455 |
FMV as of December 31, 2017 | $ | 1,426,903 |
FMV Conversion Feature [Member] | 9% Convertible Note - Investors [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
FMV as of December 31, 2016 | $ | 438,448 |
Additional Closings During 2017 | $ | 0 |
Agreement Amendments/ Conversions | $ | 0 |
Mark To Market Adjustment Ytd-2017 | $ | 988,455 |
FMV as of December 31, 2017 | $ | $ 1,426,903 |
Outstanding Liability Conversion Features [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 347,346 |
Additional Closings During 2017 (in shares) | 725,264 |
Agreement Amendments (in shares) | 30,897 |
Exercises / Conversions (in shares) | (243,564) |
Outstanding Balance at December 31, 2017 (in shares) | 859,943 |
Outstanding Liability Conversion Features [Member] | 9% Convertible Note - Investors [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 212,667 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments (in shares) | 30,897 |
Exercises / Conversions (in shares) | (243,564) |
Outstanding Balance at December 31, 2017 (in shares) | 0 |
Outstanding Liability Conversion Features [Member] | 9% Convertible Note - Other Investor [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 134,679 |
Additional Closings During 2017 (in shares) | 725,264 |
Agreement Amendments (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at December 31, 2017 (in shares) | 859,943 |
Outstanding Liability Warrants [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 2,024,586 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments (in shares) | (1,928,066) |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at December 31, 2017 (in shares) | 96,520 |
Outstanding Liability Warrants [Member] | 13%+Eurodollar Senior Secured [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 1,273,018 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments (in shares) | (1,273,018) |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at December 31, 2017 (in shares) | 0 |
Outstanding Liability Warrants [Member] | 9% Convertible Note Warrants [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 520,374 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments (in shares) | (520,374) |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at December 31, 2017 (in shares) | 0 |
Outstanding Liability Warrants [Member] | Other 9% Convertible Note Warrants [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 96,520 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments (in shares) | 0 |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at December 31, 2017 (in shares) | 96,520 |
Outstanding Liability Warrants [Member] | 9% Convertible Note 7% Agent Warrants [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 66,229 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments (in shares) | (66,229) |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at December 31, 2017 (in shares) | 0 |
Outstanding Liability Warrants [Member] | Preferred Share issuance 8% Agent Warrants [Member] | |
Warrant and Conversion Feature Liabilities [Line Items] | |
Outstanding Balance at December 31, 2016 (in shares) | 68,445 |
Additional Closings During 2017 (in shares) | 0 |
Agreement Amendments (in shares) | (68,445) |
Exercises / Conversions (in shares) | 0 |
Outstanding Balance at December 31, 2017 (in shares) | 0 |
2016 13%+Eurodollar Senior Se60
2016 13%+Eurodollar Senior Secured Credit Agreement fka the 2014 10%+Eurodollar Third Party Loan Agreement (Details) - 2016 13% Term Loan Agreement [Member] | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |
2016 13% + Eurodollar Senior Secured Credit Agreement (principal) | $ 10,081,836 |
Debt Discount - 10% Warrants & Free Warrant shares | (422,202) |
Debt Discount - Original Issue Discount | (6,596) |
Deferred Financing Costs | (164,731) |
Debt Discount - Repayment Premium | (1,772,645) |
Long-term Debt, Total | $ 7,715,662 |
2016 13%+Eurodollar Senior Se61
2016 13%+Eurodollar Senior Secured Credit Agreement fka the 2014 10%+Eurodollar Third Party Loan Agreement (Details Textual) - USD ($) | Nov. 09, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 07, 2017 | Aug. 15, 2016 | Mar. 06, 2016 | Dec. 27, 2016 | Jun. 22, 2015 | Nov. 17, 2014 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 30, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 18, 2015 | Jun. 30, 2015 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,362,786 | ||||||||||||||||||||
Proceeds from Issuance of Debt | $ 3,039,932 | ||||||||||||||||||||
Repayments of Secured Debt | $ 10,081,836 | $ 0 | |||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 12,000,000 | ||||||||||||||||||||
Preferred Stock Conversion Price | $ 1.305 | $ 1.305 | |||||||||||||||||||
Debt Restructuring Description | the two warrants previously issued under prior amendments would be revised to adjust the exercise price of $0.64. The Company also agreed to issue new warrants with a strike price of $0.64 for consideration received from the Lender and Atalaya in the amounts of 793,900 and 140,100, respectively | ||||||||||||||||||||
Credit Agreement [Member] | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||
Amended and Restated Agreement [Member] | |||||||||||||||||||||
Long-term Debt, Total | $ 8,081,836 | ||||||||||||||||||||
Corbin Warrant [Member] | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,229,100 | ||||||||||||||||||||
ACM Warrant [Member] | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 216,900 | ||||||||||||||||||||
2014 Term Loan Agreement [Member] | |||||||||||||||||||||
Debt Instrument Increase In Basis Spread On Variable Rate1 | 2.00% | ||||||||||||||||||||
Debt Instrument Basis Spread On Variable Rate Before Adjustment | 12.00% | ||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 10.00% | ||||||||||||||||||||
Proceeds from Issuance of Debt | $ 4,500,000 | ||||||||||||||||||||
Repayments of Secured Debt | $ 9,927,333 | ||||||||||||||||||||
Convertible Note Principal Amount, Net Liability | $ 2,072,667 | ||||||||||||||||||||
Repayments of Senior Debt, Total | 10,100,000 | $ 10,100,000 | |||||||||||||||||||
Early Repayment of Senior Debt | 5,500,000 | ||||||||||||||||||||
Maturities of Senior Debt | 4,427,333 | ||||||||||||||||||||
Long-term Debt, Gross | $ 12,000,000 | $ 6,500,000 | |||||||||||||||||||
Debt Instrument, Description of Variable Rate Basis | Eurodollar | ||||||||||||||||||||
Term Loan 2016 [Member] | |||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 13.00% | ||||||||||||||||||||
Proceeds from Related Party Debt | $ 1,202,447 | ||||||||||||||||||||
Debt Instrument, Payment Terms | Furthermore the amendment included additional prepayment premium in the following cases, equal to: (a) twenty-five percent (25%) of the amount prepaid if such prepayment occurs on or before October 15, 2016, (b) fifty percent (50%) of the amount prepaid if such prepayment occurs on or after October 16, 2016 and on or before December 31, 2016, and (c) seventy-five percent (75%) of the amount prepaid if such prepayment occurs on or after December 31, 2016 | ||||||||||||||||||||
Term Loan 2016 [Member] | Parent Company [Member] | |||||||||||||||||||||
Proceeds from Related Party Debt | $ 1,000,000 | ||||||||||||||||||||
2016 13% Term Loan Agreement [Member] | |||||||||||||||||||||
Long-term Debt, Gross | $ 10,081,836 | ||||||||||||||||||||
Debt Instrument, Description of Variable Rate Basis | Eurodollar | ||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2017 | Jun. 30, 2017 | |||||||||||||||||||
Debt Repayment Premium | 1,772,645 | ||||||||||||||||||||
Leverage Ratio, Description | less than or equal to 2.50 to 1.00 | ||||||||||||||||||||
Long-term Debt, Total | $ 7,715,662 | ||||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Second Amendment [Member] | |||||||||||||||||||||
Convertible Note Principal Amount, Net Liability | $ 10,081,836 | ||||||||||||||||||||
Liabilities, Other than Long-term Debt, Noncurrent | 5,562,778 | ||||||||||||||||||||
Debt Repayment Premium | 4,149,893 | ||||||||||||||||||||
Deferred Exit Fee | 300,000 | ||||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Original Credit Agreement [Member] | |||||||||||||||||||||
Debt Repayment Premium | 69,165 | ||||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Credit Agreement [Member] | |||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 3,000,000 | ||||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Debt Maturity Date One [Member] | |||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2017 | ||||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Debt Maturity Date Two [Member] | |||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 28, 2018 | ||||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Debt Maturity Date Three [Member] | |||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2018 | ||||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Two Thousand Eighteen Quarterly Payments [Member] | |||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||||
Debt Instrument, Periodic Payment | $ 250,000 | $ 500,000 | |||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Quarterly Payments [Member] | |||||||||||||||||||||
Debt Instrument, Fee Amount | 15,000 | ||||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Annual Payments [Member] | |||||||||||||||||||||
Debt Instrument, Fee Amount | $ 60,000 | ||||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Amended and Restated Agreement [Member] | |||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 500,000 | $ 500,000 | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||
2016 13% Term Loan Agreement [Member] | Amended and Restated Agreement [Member] | Scenario, Forecast [Member] | |||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 750,000 | $ 750,000 | |||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Amended and Restated Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 750,000 | ||||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Second Amended And Restated Agreement [Member] | |||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 500,000 | $ 250,000 | $ 250,000 | ||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Second Amended And Restated Agreement [Member] | Scenario, Forecast [Member] | |||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 750,000 | ||||||||||||||||||||
2016 13% Term Loan Agreement [Member] | Second Amended And Restated Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 500,000 |
Obligations under Capital Lea62
Obligations under Capital Leases (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Capital Lease Obligations, Current | $ 0 | $ 10,813 |
Other long-term payable (Detail
Other long-term payable (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other Long-term Debt, Noncurrent | $ 151,163 | $ 192,980 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative Liabilities | ||
Derivative Liability | $ 1,597,647 | $ 4,265,829 |
Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 1,426,903 | 438,448 |
Warrant Liabilities [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 170,744 | 3,827,381 |
Fair Value, Inputs, Level 1 [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Warrant Liabilities [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Warrant Liabilities [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 1,597,647 | 4,265,829 |
Fair Value, Inputs, Level 3 [Member] | Conversion Feature [Member] | ||
Derivative Liabilities | ||
Derivative Liability | 1,426,903 | 438,448 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liabilities [Member] | ||
Derivative Liabilities | ||
Derivative Liability | $ 170,744 | $ 3,827,381 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) | 12 Months Ended |
Dec. 31, 2017shares | |
Number of Warrants, Outstanding | 2,204,586 |
Number of Warrants, Issued | 25,696,801 |
Number of Warrants, Exercised | (7,362,786) |
Number of Warrants, Expirations | (2,402,769) |
Number of Warrants, Outstanding | 18,135,832 |
Stockholders_ Equity (Details 1
Stockholders’ Equity (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 18,135,832 | 2,204,586 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.30 | |
Equity Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 18,039,312 | 700,308 |
Liability Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Outstanding | 96,520 | 1,504,278 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.8418 | |
Class Of Warrant Or Right Expiration Date | Dec. 31, 2019 | |
Maximum [Member] | Equity Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.375 | |
Class Of Warrant Or Right Expiration Date | Dec. 31, 2023 | |
Minimum [Member] | Equity Warrants - Fundraising [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.64 | |
Class Of Warrant Or Right Expiration Date | Dec. 31, 2018 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Nov. 09, 2017 | Mar. 10, 2017 | Mar. 07, 2017 | Mar. 06, 2016 | Nov. 27, 2017 | Sep. 28, 2017 | Jul. 17, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 14, 2017 | Jun. 08, 2017 | Dec. 31, 2015 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||||||
Common Stock, Shares, Issued | 46,617,093 | 8,376,267 | ||||||||||
Common Stock, Shares, Outstanding | 46,617,093 | 8,376,267 | ||||||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 38,240,826 | |||||||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||||||||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.00001 | $ 0.00001 | ||||||||||
Preferred Stock, Shares Outstanding | 0 | 249 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.30 | |||||||||||
Class of Warrant or Right, Outstanding | 18,135,832 | 2,204,586 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,362,786 | |||||||||||
Stock Issued During Period, Shares, New Issues | 2,333,334 | |||||||||||
Convertible Preferred Stock, Settlement Terms | each of which shares is an equivalent of 1,000 shares of Common Stock | |||||||||||
StockIssued During Period Shares Stock Warrants Exercised | (6,297,164) | |||||||||||
Deferred Compensation Arrangement with Individual, Common Stock Reserved for Future Issuance | 698,183 | |||||||||||
Preferred Stock, Value, Issued | $ 0 | $ 2,143,196 | ||||||||||
Discount To Public Offering Price Percentage | 13.00% | |||||||||||
Shares Issued, Price Per Share | $ 1.50 | |||||||||||
Preferred Stock Conversion Price | $ 1.305 | $ 1.305 | ||||||||||
Stock Issued During Period, Value, New Issues | 3,691,110 | 2,490,000 | ||||||||||
Conversion of Stock, Amount Converted | 6,181,110 | 0 | ||||||||||
Proceeds from Warrant Exercises | $ 5,049,905 | 0 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,240,000 | |||||||||||
Cash Fee Percentage | 7.00% | |||||||||||
Stockholders' Equity Attributable to Parent, Total | $ 15,421,533 | $ (9,370,578) | $ 8,044,660 | |||||||||
Longterm Incentive Compensation Plan2017 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,500,000 | |||||||||||
Derivative Warrants [Member] | ||||||||||||
Class of Warrant or Right, Outstanding | 96,520 | 1,504,278 | ||||||||||
Derivative, Fair Value, Net | $ 170,744 | $ 3,827,381 | ||||||||||
Warrants - Fundraising [Member] | ||||||||||||
Class of Warrant or Right, Outstanding | 18,039,312 | 700,308 | ||||||||||
New Warrant [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.39 | |||||||||||
Original Warrant [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.87 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,150,000 | |||||||||||
Class Of Warrant Or Right Reduced Exercise Price Of Warrants Or Rights | $ 1 | |||||||||||
Proceeds from Warrant Exercises | $ 1,150,000 | |||||||||||
Employee Stock Option [Member] | Longterm Incentive Compensation Plan2017 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,500,000 | 6,500,000 | ||||||||||
Common Stock [Member] | ||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 17,631 | 104,671 | ||||||||||
Stock Issued During Period, Shares, New Issues | 9,009,478 | 0 | 0 | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 243,564 | 1,009,373 | ||||||||||
Stock Issued During the Period, Shares, Issued for Equity Fundraising | 21,420,379 | |||||||||||
Stock Issued During the Period, Shares, Conversion of Preferred Stock | 5,836,020 | |||||||||||
Stock Issued During Period, Shares, Conversion of Units | 3,200,332 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 0 | $ 0 | ||||||||||
Conversion of Stock, Shares Issued | 338,419 | |||||||||||
Shares, Outstanding, Beginning Balance | 46,617,093 | 8,376,267 | 6,455,055 | |||||||||
Stockholders' Equity Attributable to Parent, Total | $ 321,271,437 | $ 280,653,362 | $ 269,470,165 | |||||||||
Preferred Stock [Member] | ||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 0 | 0 | ||||||||||
Stock Issued During Period, Shares, New Issues | 4,034 | 249 | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 0 | 0 | ||||||||||
Stock Issued During the Period, Shares, Issued for Equity Fundraising | 0 | |||||||||||
Stock Issued During the Period, Shares, Conversion of Preferred Stock | (4,283) | |||||||||||
Stock Issued During Period, Shares, Conversion of Units | 0 | |||||||||||
Stock Issued During Period, Value, New Issues | $ 3,691,110 | $ 2,490,000 | ||||||||||
Conversion of Stock, Amount Converted | $ 580,000 | |||||||||||
Shares, Outstanding, Beginning Balance | 0 | 249 | 0 | |||||||||
Stockholders' Equity Attributable to Parent, Total | $ 0 | $ 2,143,196 | $ 0 | |||||||||
Convertible Preferred Stock [Member] | ||||||||||||
Preferred Stock, Shares Outstanding | 191 | |||||||||||
Preferred Stock, Value, Issued | $ 1,910,000 | |||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,463,601 | 338,419 | ||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 4,034 | |||||||||||
Convertible Preferred Stock, Settlement Terms | each of which shares is an equivalent of 1,000 shares of common stock | |||||||||||
Stock Issued During Period, Value, New Issues | $ 3,719,560 | |||||||||||
Payments of Stock Issuance Costs | $ 401,032 | |||||||||||
Conversion of Stock, Amount Converted | $ 3,719,560 | |||||||||||
Conversion of Stock, Shares Converted | 4,034 | |||||||||||
Conversion of Stock, Shares Issued | 4,034,000 |
Basic and diluted net loss pe68
Basic and diluted net loss per share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 23,643,043 | 3,457,529 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 920,972 | 212,667 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,135,832 | 2,204,651 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,028,184 | 1,040,211 |
Time Conditioned Share Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,518,055 | 0 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - shares | 12 Months Ended | |||||||
Dec. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2008 | Jun. 14, 2017 | Jun. 08, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number registered | 400,000 | 920,000 | 720,000 | 200,000 | ||||
Total Registered under this plan | 2,240,000 | |||||||
Shares Issued Since Inception Of Plan | 95,284 | |||||||
Issued and Outstanding | 1,128,384 | |||||||
Available for grant at December 31, 2016: | 39,192 | |||||||
2017 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number registered | 3,500,000 | |||||||
Total Registered under this plan | 6,500,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,431,944 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |||||||
Issued and Outstanding | 1,552,095 | 0 | ||||||
Options | 1,899,800 | |||||||
Time Conditioned Share Awards | 1,518,056 | |||||||
Available for grant at December 31, 2016: | 1,530,049 | |||||||
2017 Long-Term Incentive Compensation Plan [Member] | Time Conditioned Share Awards [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Time Conditioned Share Awards | 1,518,056 | |||||||
Employee Stock Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |||||||
Employee Stock Option [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total Registered under this plan | 3,500,000 | 6,500,000 | ||||||
Options | 1,899,800 | |||||||
Consultant [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 326,140 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 280,436 | |||||||
Consultant [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 120,151 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 120,151 | |||||||
Directors And Officers [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 651,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 179,559 | |||||||
Directors And Officers [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares Issued Since Inception Of Plan | 1,431,944 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,431,944 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding | 1,128,384 | |
2008 Long-Term Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding | 1,040,211 | 1,434,563 |
Number of Options, Granted | 213,700 | 498,218 |
Number of Options, Exercised (with delivery of shares) | 0 | 0 |
Number of Options, Forfeitures (Pre-vesting) | 15,024 | (240,107) |
Number of Options, Expirations (Post-vesting) | (140,551) | (652,463) |
Number of Options, Exchanged for Cashless exercise | 0 | 0 |
Number of Options, Outstanding | 1,128,384 | 1,040,211 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 13.35 | $ 28.75 |
Weighted Average Exercise Price, Granted (in dollars per share) | 2.1 | 3.75 |
Weighted Average Exercise Price, Exercised (with delivery of shares) (in dollars per share) | 0 | 0 |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) (in dollars per share) | 3.72 | 16.75 |
Weighted Average Exercise Price, Expirations (Post-vesting) (in dollars per share) | 27.65 | 38.5 |
Weighted Average Exercise Price, Exchanged for Cashless exercise | 0 | 0 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 9.40 | $ 13.35 |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 8,836,640 | $ 21,213,727 |
Initial Fair Market Value (Outstanding Options), Granted | 293,720 | 1,368,955 |
Initial Fair Market Value (Outstanding Options), Exercised (with delivery of shares) | 0 | 0 |
Initial Fair Market Value (Outstanding Options), Forfeitures (Pre-vesting) | (55,232) | (2,751,204) |
Initial Fair Market Value (Outstanding Options), Expirations (Post-vesting) | (2,220,933) | (10,994,838) |
Initial Fair Market Value (Outstanding Options), Exchanged for Cashless exercise | 0 | 0 |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 6,854,195 | $ 8,836,640 |
2017 Long-Term Incentive Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding | 0 | |
Number of Options, Granted | 1,971,800 | |
Number of Options, Exercised (with delivery of shares) | 0 | |
Number of Options, Forfeitures (Pre-vesting) | (72,000) | |
Number of Options, Expirations (Post-vesting) | 0 | |
Number of Options, Exchanged for Cashless exercise | 0 | |
Number of Options, Outstanding | 1,552,095 | 0 |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 0 | |
Weighted Average Exercise Price, Granted (in dollars per share) | 1 | |
Weighted Average Exercise Price, Exercised (with delivery of shares) (in dollars per share) | 0 | |
Weighted Average Exercise Price, Forfeitures (Pre-vesting) (in dollars per share) | 1 | |
Weighted Average Exercise Price, Expirations (Post-vesting) (in dollars per share) | 0 | |
Weighted Average Exercise Price, Exchanged for Cashless exercise | 0 | |
Weighted Average Exercise Price, Outstanding (in dollars per share) | $ 1 | $ 0 |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 0 | |
Initial Fair Market Value (Outstanding Options), Granted | 1,090,289 | |
Initial Fair Market Value (Outstanding Options), Exercised (with delivery of shares) | 0 | |
Initial Fair Market Value (Outstanding Options), Forfeitures (Pre-vesting) | 39,681 | |
Initial Fair Market Value (Outstanding Options), Expirations (Post-vesting) | 0 | |
Initial Fair Market Value (Outstanding Options), Exchanged for Cashless exercise | 0 | |
Initial Fair Market Value (Outstanding Options), Outstanding | $ 1,129,970 | $ 0 |
Employee Benefit Plan (Detail71
Employee Benefit Plan (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Options Outstanding | |||
Total Options Outstanding | 1,128,384 | ||
2008 Long-Term Incentive Plan [Member] | |||
Grants | |||
During the year | 213,700 | 498,218 | |
Weighted Average Annual Volatility | 90.00% | 85.00% | |
Weighted Average Cumulative Volatility | 182.00% | 214.00% | |
Weighted Average Contractual Life of grants (Years) | 6 years | 7 years 14 days | |
Weighted Average Expected Life of grants (Years) | 4 years 2 months 5 days | 6 years 5 months 26 days | |
Weighted Average Risk Free Interest Rate | 1.9056% | 2.3105% | |
Dividend yield | 0.00% | 0.00% | |
Weighted Average Fair Value at Grant-date | $ 1.374 | $ 2.75 | |
Options Outstanding | |||
Total Options Outstanding | 1,128,384 | 1,040,211 | 1,434,563 |
Weighted Average Remaining Contractual Life (Years) | 4 years 1 month 20 days | 4 years 5 months 19 days | |
Weighted Average Remaining Expected Life (Years) | 3 years 1 month 6 days | 4 years 11 months 1 day | |
Weighted Average Exercise Price | $ 9.40 | $ 13.35 | $ 28.75 |
Aggregate Intrinsic Value (all options) | $ 0 | $ 0 | |
Options Exercisable | |||
Total Options Exercisable | 745,989 | 643,153 | |
Weighted Average Exercise Price | $ 12.24 | $ 17.86 | |
Weighted Average Remaining Contractual Life (Years) | 3 years 8 months 1 day | 3 years 9 months 4 days | |
Aggregate Intrinsic Value | $ 0 | $ 0 | |
Unvested Options | |||
Total Unvested Options | 382,395 | 397,058 | |
Weighted Average Exercise Price | $ 3.87 | $ 6.04 | |
Forfeiture rate used for this period ending (staff only) | 0.00% | 0.00% | |
Options expected to vest | |||
Number of options expected to vest corrected by forfeiture | 382,395 | 397,058 | |
Unrecognized stock-based compensation expense | $ 1,436,511 | $ 1,802,691 | |
Weighting Average remaining contract life (Years) | 5 years 5 months 5 days | 6 years 3 months 29 days | |
Exercises | |||
Total shares delivered/issued | 0 | 0 | |
Weighted Average Exercise Price | $ 0 | $ 0 | |
Intrinsic Value of Options Exercised | $ 0 | $ 0 | |
2008 Long-Term Incentive Plan [Member] | In Money Options [Member] | |||
Options Outstanding | |||
Aggregate Intrinsic Value (all options) | 64,875 | 174,000 | |
Options Exercisable | |||
Aggregate Intrinsic Value | $ 20,438 | $ 43,500 | |
2017 Long-Term Incentive Compensation Plan [Member] | |||
Grants | |||
During the year | 1,899,800 | ||
Weighted Average Annual Volatility | 93.00% | ||
Weighted Average Cumulative Volatility | 156.00% | ||
Weighted Average Contractual Life of grants (Years) | 3 years 11 months 26 days | ||
Weighted Average Expected Life of grants (Years) | 2 years 10 months 2 days | ||
Weighted Average Risk Free Interest Rate | 1.4906% | ||
Dividend yield | 0.00% | ||
Weighted Average Fair Value at Grant-date | $ 0.553 | ||
Options Outstanding | |||
Total Options Outstanding | 1,552,095 | 0 | |
Weighted Average Remaining Contractual Life (Years) | 3 years 6 months 4 days | ||
Weighted Average Remaining Expected Life (Years) | 2 years 4 months 6 days | ||
Weighted Average Exercise Price | $ 1 | $ 0 | |
Aggregate Intrinsic Value (all options) | $ 2,032,786 | ||
Options Exercisable | |||
Total Options Exercisable | 0 | ||
Weighted Average Exercise Price | $ 0 | ||
Weighted Average Remaining Contractual Life (Years) | 0 years | ||
Aggregate Intrinsic Value | $ 0 | ||
Unvested Options | |||
Total Unvested Options | 1,899,800 | ||
Weighted Average Exercise Price | $ 1 | ||
Forfeiture rate used for this period ending (staff only) | 3.651% | ||
Options expected to vest | |||
Number of options expected to vest corrected by forfeiture | 1,830,429 | ||
Unrecognized stock-based compensation expense | $ 866,889 | ||
Weighting Average remaining contract life (Years) | 3 years 4 months 17 days | ||
Exercises | |||
Total shares delivered/issued | 0 | ||
Weighted Average Exercise Price | $ 0 | ||
Intrinsic Value of Options Exercised | $ 0 | ||
2017 Long-Term Incentive Compensation Plan [Member] | In Money Options [Member] | |||
Options Outstanding | |||
Aggregate Intrinsic Value (all options) | 2,032,786 | ||
Options Exercisable | |||
Aggregate Intrinsic Value | $ 0 |
Employee Benefit Plan (Detail72
Employee Benefit Plan (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 4,289,033 | $ 3,897,437 |
Consultancy Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 674,553 | 243,069 |
Directors and Officers (shares and options) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | 3,070,520 | 2,275,068 |
Employees (shares and options) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-Based Compensation Expense | $ 543,960 | $ 1,379,300 |
Employee Benefit Plan (Detail73
Employee Benefit Plan (Details Textual) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2008 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 400,000 | 920,000 | 720,000 | 200,000 | ||
Total registered under this plan | 2,240,000 | |||||
Allocated Share-based Compensation Expense | $ 4,289,033 | $ 3,897,437 | ||||
2008 Long-Term Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 459,995 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 213,700 | 498,218 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.1 | $ 3.75 | ||||
Share Based Compensation Arrangements By Share Based Payment Award Options Grants In Period Fair Value | $ 293,720 | $ 1,368,955 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 182.00% | 214.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 90.00% | 85.00% | ||||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Contractual Life | 6 years | 7 years 14 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years 2 months 5 days | 6 years 5 months 26 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.9056% | 2.3105% | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 1,436,511 | $ 1,802,691 | ||||
Allocated Share-based Compensation Expense | $ 866,889 | $ 3,654,369 | ||||
2017 Long-Term Incentive Compensation Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 3,500,000 | |||||
Total registered under this plan | 6,500,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,431,944 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,899,800 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 1 | |||||
Share Based Compensation Arrangements By Share Based Payment Award Options Grants In Period Fair Value | $ 1,090,289 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate | 156.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 93.00% | |||||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Contractual Life | 3 years 11 months 26 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years 10 months 2 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.4906% | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 866,889 | |||||
Stock Issued During Period, Shares, Issued for Services | 120,151 | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,518,056 | |||||
Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 920,000 | |||||
Stock Issued During Period, Shares, Issued for Services | 248,396 | 33,427 | ||||
Common Stock [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 200,000 | |||||
Common Stock [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 920,000 | |||||
Management [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 179,559 | |||||
Management [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,118,056 | |||||
Board of Directors [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 400,000 | |||||
Restricted Stock [Member] | 2008 Long-Term Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated Share-based Compensation Expense | $ 2,006,173 | $ 243,068 | ||||
Restricted Stock [Member] | 2017 Long-Term Incentive Compensation Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated Share-based Compensation Expense | $ 437,340 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Line Items] | ||
Domestic | $ (11,993,500) | $ (34,186,424) |
Foreign | (362,274) | 2,780,006 |
Total loss before income tax provision | $ (12,355,774) | $ (31,406,418) |
Income taxes (Details 1)
Income taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 107,205 | 38,286 |
Current Income Tax Expense (Benefit), Total | 107,205 | 38,286 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Income tax (benefit)/ expense | $ 107,205 | $ 38,286 |
Income taxes (Details 2)
Income taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Line Items] | ||
Tax expense (credit) at statutory rate federal | 34.00% | 34.00% |
State tax expense net of federal tax | 0.00% | 0.00% |
Foreign income tax rate difference | (3.00%) | (3.00%) |
Change in valuation allowance | (32.00%) | (32.00%) |
Other | 0.00% | 0.00% |
Income tax (benefit)/ expense | (1.00%) | (1.00%) |
Income taxes (Details 3)
Income taxes (Details 3) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net Operating Losses | $ 35,524,956 | $ 47,284,369 |
Total property and equipment | 35,524,956 | 47,284,369 |
Less: valuation allowance | (35,524,956) | (47,284,369) |
Net deferred tax assets | $ 0 | $ 0 |
Income taxes (Details Textual)
Income taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 109,000,000 | $ 143,000,000 |
Liability for Uncertain Tax Positions, Current | 246,370 | 0 |
Income Tax Expense (Benefit) | 107,205 | 38,286 |
Federal And State Jurisdiction [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 57,000,000 | $ 80,000,000 |
Operating Loss Carryforwards, Limitations on Use | expire in 2018 | |
Foreign Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | $ 52,000,000 | |
Operating Loss Carryforwards, Limitations on Use | expire in 2016 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | Jun. 09, 2017 | May 05, 2017 | Nov. 18, 2016 | Sep. 19, 2016 |
Mr Turner [Member] | ||||
Loss Contingencies [Line Items] | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.14 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Mr Victor Bozzo [Member] | ||||
Loss Contingencies [Line Items] | ||||
Retirement Benefits, Description | the Company will pay Mr. Bozzo 12 months salary at the rate of his salary as of such termination | |||
Mr Korff [Member] | ||||
Loss Contingencies [Line Items] | ||||
Retirement Benefits, Description | the Company would pay Mr. Korffs base salary for an additional 180 days after termination in accordance with customary payroll practices. Effective December 1, 2017, Mr. Korff resigned from his position as General Counsel and Chief Compliance Officer | |||
Mr Kloots [Member] | ||||
Loss Contingencies [Line Items] | ||||
Retirement Benefits, Description | the Company was required to pay Mr. Kloots severance in cash equal to six (6) months base-salary in addition to accrued but unpaid compensation and accrued vacation. Mr. Kloots resigned from all positions that he held with the Company as of March 31, 2017 | |||
telSPACE -vs- Elephant Talk et al. [Member] | ||||
Loss Contingencies [Line Items] | ||||
Litigation Settlement, Amount Awarded to Other Party | $ 510,916 | |||
Saffelberg Investments NV -vs- Pareteum Corp. et al. [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Sought, Value | $ 350,000 | |||
Ellenoff Grossman Schole LLP, [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Sought, Value | $ 817,822 |
Geographic Information (Details
Geographic Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from unaffiliated customers | $ 13,547,507 | $ 12,855,811 |
Identifiable assets | 25,326,033 | 13,045,289 |
Europe [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from unaffiliated customers | 12,428,942 | 11,953,015 |
Identifiable assets | 7,214,217 | 9,766,602 |
Other Foreign Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from unaffiliated customers | 1,118,565 | 902,796 |
Identifiable assets | $ 18,111,816 | $ 3,278,687 |
Concentrations (Details Textual
Concentrations (Details Textual) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 82.00% | |
Customer Two [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 49.70% | 81.00% |
Customer Two [Member] | Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 96.90% | |
Customer Two [Member] | Unbilled Revenues [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 23.90% | 16.00% |
Related Party Transactions (Det
Related Party Transactions (Details Textual) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |
Related Party Transaction, Retainage Fee | $ 5,000 |
Payment for Management Fee | $ 66,114 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 30, 2018 | Jan. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Subsequent Event [Line Items] | ||||
Proceeds from Warrant Exercises | $ 5,049,905 | $ 0 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Class of Warrant or Right, Number of Warrants Exercised | 2,400,449 | 2,400,000 | ||
Stock Issued During the Period, Warrants Exercised | 1,782,329 | 1,854,156 | ||
Proceeds from Warrant Exercises | $ 2,542,249 |